Reported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| AMGEN INCAMGN · Entity 2832 | Director | April 27, 2018 | May 01, 2018 |
| IMMUNE DESIGN CORP.IMDZ · Entity 158527 | Director | April 02, 2019 | April 04, 2019 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
AMGEN INC
Report date April 27, 2018 · Filed May 01, 2018
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 32,286 |
Reported balance
After 2018-04-27 transaction · row 1
1 source rowRow 1 · 2018-04-27 · Grant · Acquired 1,127 · Balance 32,286 F1: The Restricted Stock Units (RSUs) were granted pursuant to the Amgen Inc. 2009 Director Incentive Program, as amended, under the Amgen Inc. 2009 Amended and Restated Equity Incentive Plan and vested immediately. Vested RSUs are paid in shares of the Company's common stock on a one-to-one basis. Vested RSUs may be deferred by the director, in which case, payment will occur according to the elected deferral schedule. |
Filing footnotes · ownership attribution and instrument terms
F1: The Restricted Stock Units (RSUs) were granted pursuant to the Amgen Inc. 2009 Director Incentive Program, as amended, under the Amgen Inc. 2009 Amended and Restated Equity Incentive Plan and vested immediately. Vested RSUs are paid in shares of the Company's common stock on a one-to-one basis. Vested RSUs may be deferred by the director, in which case, payment will occur according to the elected deferral schedule.
IMMUNE DESIGN CORP.
Report date April 02, 2019 · Filed April 04, 2019
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 0 |
Reported balance
After 2019-04-02 transaction · row 1
1 source rowRow 1 · 2019-04-02 · Disposition to issuer · Disposed 78,287 · Balance 0 F1: Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated February 20, 2019, by and among the Immune Design Corp. (the "Issuer"), Merck Sharp & Dohme Corp., a New Jersey corporation ("Parent") and Cascade Merger Sub Inc., a Delaware corporation ("Purchaser"), on April 2, 2019, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, the Issuer's common stock were cancelled and converted into the right to receive $5.85 in cash per share, less any required withholding, subject to the terms and conditions of the Merger Agreement ("Merger Consideration"). |
| Stock Option (Rt to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $1.48 | Direct | 0 |
Reported balance
After 2019-04-02 transaction · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · 2019-04-02 · Disposition to issuer · Disposed 3,058 · Balance 0 F2: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F3: Not Applicable. |
| Stock Option (Rt to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $1.23 | Direct | 0 |
Reported balance
After 2019-04-02 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2019-04-02 · Disposition to issuer · Disposed 4,281 · Balance 0 F2: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F3: Not Applicable. |
| Stock Option (Rt to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $5.60 | Direct | 0 |
Reported balance
After 2019-04-02 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2019-04-02 · Disposition to issuer · Disposed 10,000 · Balance 0 F2: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F3: Not Applicable. |
| Stock Option (Rt to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $4.05 | Direct | 0 |
Reported balance
After 2019-04-02 transaction · row 5
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 5 · 2019-04-02 · Disposition to issuer · Disposed 12,500 · Balance 0 F2: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F3: Not Applicable. |
| Stock Option (Rt to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $1.31 | Direct | 0 |
Reported balance
After 2019-04-02 transaction · row 6
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 6 · 2019-04-02 · Disposition to issuer · Disposed 12,500 · Balance 0 F2: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F3: Not Applicable. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated February 20, 2019, by and among the Immune Design Corp. (the "Issuer"), Merck Sharp & Dohme Corp., a New Jersey corporation ("Parent") and Cascade Merger Sub Inc., a Delaware corporation ("Purchaser"), on April 2, 2019, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, the Issuer's common stock were cancelled and converted into the right to receive $5.85 in cash per share, less any required withholding, subject to the terms and conditions of the Merger Agreement ("Merger Consideration").
F2: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share.
F3: Not Applicable.
Past disclosures · reporting ended (1)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Regulus Therapeutics Inc.
Report date June 25, 2025 · Filed June 27, 2025
Section 16 reporting ended · disclosed 2025-06-27. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 0 |
Ending reported balance
After 2025-06-25 transaction · row 2
2 source rows · reconciled sequenceRow 1 · 2025-06-25 · Other · Disposed 27,377 · Balance 57,292 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F3: Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for the Offer Price. Row 2 · 2025-06-25 · Disposition to issuer · Disposed 57,292 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F4: Pursuant to terms of the Merger Agreement, each restricted stock unit that was subject to vesting or forfeiture conditions that was outstanding immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive (i) an amount in cash (without interest and subject to applicable withholding) equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such restricted stock unit immediately prior to the Effective Time by (B) the Closing Amount, plus (ii) one CVR with respect to each Share subject to such restricted stock unit immediately prior to the Effective Time. |
| Common StockSEC Table I · non-derivative | IndirectBy Spouse | 57,292 |
Reported balance
After 2025-06-25 transaction · row 3
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 3 · 2025-06-25 · Other · Disposed 5,208 · Balance 57,292 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F3: Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for the Offer Price. |
| Common StockSEC Table I · non-derivative | IndirectBy Spouse | 0 |
Reported balance
After 2025-06-25 transaction · row 4
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 4 · 2025-06-25 · Disposition to issuer · Disposed 57,292 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F4: Pursuant to terms of the Merger Agreement, each restricted stock unit that was subject to vesting or forfeiture conditions that was outstanding immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive (i) an amount in cash (without interest and subject to applicable withholding) equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such restricted stock unit immediately prior to the Effective Time by (B) the Closing Amount, plus (ii) one CVR with respect to each Share subject to such restricted stock unit immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $6.40 | Direct | 0 |
Reported balance
After 2025-06-25 transaction · row 5
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 5 · 2025-06-25 · Disposition to issuer · Disposed 4,650 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $8.80 | Direct | 0 |
Reported balance
After 2025-06-25 transaction · row 6
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 6 · 2025-06-25 · Disposition to issuer · Disposed 2,325 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F6: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $9.90 | Direct | 0 |
Reported balance
After 2025-06-25 transaction · row 7
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 7 · 2025-06-25 · Disposition to issuer · Disposed 4,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F6: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $2.70 | Direct | 0 |
Reported balance
After 2025-06-25 transaction · row 8
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 8 · 2025-06-25 · Disposition to issuer · Disposed 9,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $1.45 | Direct | 0 |
Reported balance
After 2025-06-25 transaction · row 9
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 9 · 2025-06-25 · Disposition to issuer · Disposed 30,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $1.36 | Direct | 0 |
Reported balance
After 2025-06-25 transaction · row 10
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 10 · 2025-06-25 · Disposition to issuer · Disposed 15,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $2.01 | Direct | 0 |
Reported balance
After 2025-06-25 transaction · row 11
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 11 · 2025-06-25 · Disposition to issuer · Disposed 30,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $2.01 | Direct | 0 |
Reported balance
After 2025-06-25 transaction · row 12
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 12 · 2025-06-25 · Disposition to issuer · Disposed 60,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $9.90 | IndirectBy Spouse | 0 |
Reported balance
After 2025-06-25 transaction · row 13
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 13 · 2025-06-25 · Disposition to issuer · Disposed 4,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F6: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $2.70 | IndirectBy Spouse | 0 |
Reported balance
After 2025-06-25 transaction · row 14
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 14 · 2025-06-25 · Disposition to issuer · Disposed 9,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $1.45 | IndirectBy Spouse | 0 |
Reported balance
After 2025-06-25 transaction · row 15
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 15 · 2025-06-25 · Disposition to issuer · Disposed 30,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $1.36 | IndirectBy Spouse | 0 |
Reported balance
After 2025-06-25 transaction · row 16
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 16 · 2025-06-25 · Disposition to issuer · Disposed 15,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $2.01 | IndirectBy Spouse | 0 |
Reported balance
After 2025-06-25 transaction · row 17
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 17 · 2025-06-25 · Disposition to issuer · Disposed 30,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $2.01 | IndirectBy Spouse | 0 |
Reported balance
After 2025-06-25 transaction · row 18
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 18 · 2025-06-25 · Disposition to issuer · Disposed 60,000 · Balance 0 F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share.
F2: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
F3: Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for the Offer Price.
F4: Pursuant to terms of the Merger Agreement, each restricted stock unit that was subject to vesting or forfeiture conditions that was outstanding immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive (i) an amount in cash (without interest and subject to applicable withholding) equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such restricted stock unit immediately prior to the Effective Time by (B) the Closing Amount, plus (ii) one CVR with respect to each Share subject to such restricted stock unit immediately prior to the Effective Time.
F5: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time.
F6: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option).
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 60,000 | Not disclosed Strike: $2.01 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 18 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Indirect · By Spouse Disclosed balance after: 0 Underlying: Common Stock · 60,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 30,000 | Not disclosed Strike: $2.01 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 17 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Indirect · By Spouse Disclosed balance after: 0 Underlying: Common Stock · 30,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 15,000 | Not disclosed Strike: $1.36 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 16 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Indirect · By Spouse Disclosed balance after: 0 Underlying: Common Stock · 15,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 30,000 | Not disclosed Strike: $1.45 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 15 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Indirect · By Spouse Disclosed balance after: 0 Underlying: Common Stock · 30,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 9,000 | Not disclosed Strike: $2.70 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 14 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Indirect · By Spouse Disclosed balance after: 0 Underlying: Common Stock · 9,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 4,000 | Not disclosed Strike: $9.90 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 13 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Indirect · By Spouse Disclosed balance after: 0 Underlying: Common Stock · 4,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F6 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). F6 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). F6 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 60,000 | Not disclosed Strike: $2.01 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 12 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 60,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 30,000 | Not disclosed Strike: $2.01 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 11 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 30,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 15,000 | Not disclosed Strike: $1.36 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 10 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 15,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 30,000 | Not disclosed Strike: $1.45 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 9 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 30,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 9,000 | Not disclosed Strike: $2.70 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 8 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 9,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 4,000 | Not disclosed Strike: $9.90 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 7 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 4,000 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F6 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). F6 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). F6 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 2,325 | Not disclosed Strike: $8.80 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 6 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 2,325 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F6 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). F6 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). F6 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option · Derivative | 4,650 | Not disclosed Strike: $6.40 | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · derivative · entry 5 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 4,650 shares Expires not disclosed F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F5 · price: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.exercise_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. F5 · derivative.expiration_date: Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerCommon Stock | 57,292 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · nonDerivative · entry 4 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Indirect · By Spouse Disclosed balance after: 0 F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F4 · price: Pursuant to terms of the Merger Agreement, each restricted stock unit that was subject to vesting or forfeiture conditions that was outstanding immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive (i) an amount in cash (without interest and subject to applicable withholding) equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such restricted stock unit immediately prior to the Effective Time by (B) the Closing Amount, plus (ii) one CVR with respect to each Share subject to such restricted stock unit immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | OtherCommon Stock | 5,208 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · nonDerivative · entry 3 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Indirect · By Spouse Disclosed balance after: 57,292 F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F3 · price: Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for the Offer Price. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerCommon Stock | 57,292 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · nonDerivative · entry 2 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F4 · price: Pursuant to terms of the Merger Agreement, each restricted stock unit that was subject to vesting or forfeiture conditions that was outstanding immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive (i) an amount in cash (without interest and subject to applicable withholding) equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such restricted stock unit immediately prior to the Effective Time by (B) the Closing Amount, plus (ii) one CVR with respect to each Share subject to such restricted stock unit immediately prior to the Effective Time. Read SEC document |
| June 25, 2025 Filed Jun 27, 2025 17:03 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | OtherCommon Stock | 27,377 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-25-091008 · ownership.xml · nonDerivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 57,292 F1 · kind: This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. F2 · kind: Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. F3 · price: Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for the Offer Price. Read SEC document |
| April 30, 2025 Filed Apr 30, 2025 16:30 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantCommon Stock | 62,500 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-25-061118 · ownership.xml · nonDerivative · entry 2 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Indirect · By Spouse Disclosed balance after: 62,500 F1 · shares: On April 30, 2025, the Reporting Person was granted 62,500 Restricted Stock Units (the "Award"). The Award vests in equal monthly installments over the 12 months from the date of grant. Read SEC document |
| April 30, 2025 Filed Apr 30, 2025 16:30 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantCommon Stock | 62,500 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-25-061118 · ownership.xml · nonDerivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 84,669 F1 · shares: On April 30, 2025, the Reporting Person was granted 62,500 Restricted Stock Units (the "Award"). The Award vests in equal monthly installments over the 12 months from the date of grant. Read SEC document |
| January 30, 2025 Filed Jan 31, 2025 17:00 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | PurchaseCommon Stock | 19,610 | $1.06 | $20,786.60 |
DisclosureSEC source: 0000950170-25-011850 · ownership.xml · nonDerivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 22,169 F1 · price: The weighted average purchase price for the transaction reported was $1.06, and the range of prices were between $0.97 and $1.15. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares purchased at each price will be provided. Read SEC document |
| May 20, 2024 Filed May 21, 2024 16:22 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantStock Option (Right to Buy) · Derivative | 60,000 | $0.00 Strike: $2.01 | $0.00 |
DisclosureSEC source: 0000950170-24-062923 · ownership.xml · derivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 60,000 Underlying: Common Stock · 60,000 shares Expires 2034-05-19 F1 · derivative.exercise_date: The options will vest ratably over the following twelve months such that the option will be fully vested one year after the date of grant or on the date of the Company's next annual shareholder meeting, whichever occurs first, subject to the Reporting Person's continuous service. Read SEC document |
| May 16, 2024 Filed May 17, 2024 16:45 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantStock Option (Right to Buy) · Derivative | 30,000 | $0.00 Strike: $2.01 | $0.00 |
DisclosureSEC source: 0000950170-24-061771 · ownership.xml · derivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 30,000 Underlying: Common Stock · 30,000 shares Expires 2034-05-15 F1 · derivative.exercise_date: Pursuant to the Company's Non Employee Director's Compensation policy, the options are automatically granted on the date of the Company's Annual Meeting of Stockholders and will vest ratably over the following twelve months such that the option will be fully vested one year after the date of grant or on the date of the Company's next annual stockholder meeting, whichever occurs first, subject to the Reporting Person's continuous service. Read SEC document |
| August 10, 2023 Filed Aug 14, 2023 16:13 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantStock Option (Right to Buy) · Derivative | 15,000 | $0.00 Strike: $1.36 | $0.00 |
DisclosureSEC source: 0001209191-23-045620 · doc4.xml · derivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 15,000 Underlying: Common Stock · 15,000 shares Expires 2033-08-09 F1 · derivative.exercise_date: The options will vest ratably over the following twelve months such that the option will be fully vested one year after the date of grant, subject to the Reporting Person's continuous service. Read SEC document |
| June 13, 2023 Filed Jun 13, 2023 16:46 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantStock Option (Right to Buy) · Derivative | 30,000 | $0.00 Strike: $1.45 | $0.00 |
DisclosureSEC source: 0001209191-23-036753 · doc4.xml · derivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 30,000 Underlying: Common Stock · 30,000 shares Expires 2033-06-12 F1 · derivative.exercise_date: Pursuant to the Company's Non Employee Director's Compensation policy, the options are automatically granted on the date of the Company's Annual Meeting of Stockholders and will vest ratably over the following twelve months such that the option will be fully vested one year after the date of grant or on the date of the Company's next annual stockholder meeting, whichever occurs first, subject to the Reporting Person's continuous service. Read SEC document |
| June 09, 2022 Filed Jun 10, 2022 16:21 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantStock Option (Right to Buy) · Derivative | 90,000 | $0.00 Strike: $0.27 | $0.00 |
DisclosureSEC source: 0001209191-22-035883 · doc4.xml · derivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 90,000 Underlying: Common Stock · 90,000 shares Expires 2032-06-09 F1 · derivative.exercise_date: Pursuant to the Company's Non Employee Director's Compensation policy, the options are automatically granted on the date of the Company's Annual Meeting of Stockholders and will vest ratably over the following twelve months such that the option will be fully vested one year after the date of grant or on the date of the Company's next annual stockholder meeting, whichever occurs first, subject to the Reporting Person's continuous service. Read SEC document |
| June 14, 2021 Filed Jun 15, 2021 16:39 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantStock Option (Right to Buy) · Derivative | 40,000 | $0.00 Strike: $0.99 | $0.00 |
DisclosureSEC source: 0001209191-21-040612 · doc4.xml · derivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 40,000 Underlying: Common Stock · 40,000 shares Expires 2031-06-13 F1 · derivative.exercise_date: Pursuant to the Company's Non Employee Director's Compensation policy, the options are automatically granted on the date of the Company's Annual Meeting of Stockholders and will vest ratably over the following twelve months such that the option will be fully vested one year after the date of grant or on the date of the Company's next annual stockholder meeting, whichever occurs first, subject to the Reporting Person's continuous service. Read SEC document |
| January 26, 2021 Filed Jan 27, 2021 20:32 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantStock Option (Right to Buy) · Derivative | 80,000 | $0.00 Strike: $1.55 | $0.00 |
DisclosureSEC source: 0001209191-21-005784 · doc4.xml · derivative · entry 1 Huang Alice Shih-hou · CIK 0001842618 · Director BALTIMORE DAVID · CIK 0001185858 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 80,000 Underlying: Common Stock · 80,000 shares Expires 2031-01-26 F1 · derivative.exercise_date: 25% of the shares vest one year following the date of grant and the remainder of the shares vest in equal installments on a monthly basis thereafter, such that the option is fully vested three years following the date of grant, subject to the reporting person's continuous service. F2 · ownership.direct: Dr. Baltimore may be imputed to beneficially own the shares exercisable under the option awarded to his spouse, Dr. Huang. Read SEC document |
| June 17, 2020 Filed Jun 19, 2020 16:37 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantStock Option (Right to Buy) · Derivative | 23,250 | $0.00 Strike: $0.88 | $0.00 |
DisclosureSEC source: 0001209191-20-037948 · doc4.xml · derivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 23,250 Underlying: Common Stock · 23,250 shares Expires 2030-06-16 F1 · derivative.exercise_date: Pursuant to the Company's Non Employee Director's Compensation policy, the options are automatically granted on the date of the Company's Annual Meeting of Stockholders and will vest ratably over the following twelve months such that the option will be fully vested one year after the date of grant or on the date of the Company's next annual stockholder meeting, whichever occurs first, subject to the Reporting Person's continuous service. Read SEC document |
| October 10, 2019 Filed Oct 15, 2019 16:40 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | GrantStock Option (Right to Buy) · Derivative | 46,500 | $0.00 Strike: $0.64 | $0.00 |
DisclosureSEC source: 0001209191-19-053159 · doc4.xml · derivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 46,500 Underlying: Common Stock · 46,500 shares Expires 2029-10-09 F1 · derivative.exercise_date: The options will vest ratably over the following twelve months such that the option will be fully vested one year after the date of grant or on the date of the Company's next annual shareholder meeting, whichever occurs first, subject to the Reporting Person's continuous service. Read SEC document |
| April 02, 2019 Filed Apr 4, 2019 17:17 UTC | IMMUNE DESIGN CORP. IMDZ · Entity 158527 | Disposition to issuerStock Option (Rt to Buy) · Derivative | 12,500 | Not disclosed Strike: $1.31 | Not disclosed |
DisclosureSEC source: 0001209191-19-023689 · doc4.xml · derivative · entry 6 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 12,500 shares Expires not disclosed F2 · price: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F3 · derivative.exercise_date: Not Applicable. F2 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. Read SEC document |
| April 02, 2019 Filed Apr 4, 2019 17:17 UTC | IMMUNE DESIGN CORP. IMDZ · Entity 158527 | Disposition to issuerStock Option (Rt to Buy) · Derivative | 12,500 | Not disclosed Strike: $4.05 | Not disclosed |
DisclosureSEC source: 0001209191-19-023689 · doc4.xml · derivative · entry 5 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 12,500 shares Expires not disclosed F2 · price: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F3 · derivative.exercise_date: Not Applicable. F2 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. Read SEC document |
| April 02, 2019 Filed Apr 4, 2019 17:17 UTC | IMMUNE DESIGN CORP. IMDZ · Entity 158527 | Disposition to issuerStock Option (Rt to Buy) · Derivative | 10,000 | Not disclosed Strike: $5.60 | Not disclosed |
DisclosureSEC source: 0001209191-19-023689 · doc4.xml · derivative · entry 4 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 10,000 shares Expires not disclosed F2 · price: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F2 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F3 · derivative.expiration_date: Not Applicable. Read SEC document |
| April 02, 2019 Filed Apr 4, 2019 17:17 UTC | IMMUNE DESIGN CORP. IMDZ · Entity 158527 | Disposition to issuerStock Option (Rt to Buy) · Derivative | 4,281 | Not disclosed Strike: $1.23 | Not disclosed |
DisclosureSEC source: 0001209191-19-023689 · doc4.xml · derivative · entry 3 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 4,281 shares Expires not disclosed F2 · price: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F2 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F3 · derivative.expiration_date: Not Applicable. Read SEC document |
| April 02, 2019 Filed Apr 4, 2019 17:17 UTC | IMMUNE DESIGN CORP. IMDZ · Entity 158527 | Disposition to issuerStock Option (Rt to Buy) · Derivative | 3,058 | Not disclosed Strike: $1.48 | Not disclosed |
DisclosureSEC source: 0001209191-19-023689 · doc4.xml · derivative · entry 2 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 3,058 shares Expires not disclosed F2 · price: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F2 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share. F3 · derivative.expiration_date: Not Applicable. Read SEC document |
| April 02, 2019 Filed Apr 4, 2019 17:17 UTC | IMMUNE DESIGN CORP. IMDZ · Entity 158527 | Disposition to issuerCommon Stock | 78,287 | $5.85 | $457,978.95 |
DisclosureSEC source: 0001209191-19-023689 · doc4.xml · nonDerivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 F1 · price: Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated February 20, 2019, by and among the Immune Design Corp. (the "Issuer"), Merck Sharp & Dohme Corp., a New Jersey corporation ("Parent") and Cascade Merger Sub Inc., a Delaware corporation ("Purchaser"), on April 2, 2019, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, the Issuer's common stock were cancelled and converted into the right to receive $5.85 in cash per share, less any required withholding, subject to the terms and conditions of the Merger Agreement ("Merger Consideration"). Read SEC document |
| January 03, 2019 Filed Jan 7, 2019 20:16 UTC | IMMUNE DESIGN CORP. IMDZ · Entity 158527 | GrantStock Option (right to buy) · Derivative | 12,500 | $0.00 Strike: $1.31 | $0.00 |
DisclosureSEC source: 0001209191-19-002658 · doc4.xml · derivative · entry 1 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,500 Underlying: Common Stock · 12,500 shares Expires 2029-01-03 F1 · derivative.exercise_date: All shares underlying the option will vest on January 3, 2020. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 4,583 | Not disclosed Strike: $8.76 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 18 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 4,583 shares Expires 2028-05-31 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F6 · derivative.exercise_date: The cancelled option provided for vesting in twelve equally monthly installments, such that the option would be fully vested one year from the date of grant, or the date of the Company's next annual shareholder meeting, whichever occurred first. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 6,250 | Not disclosed Strike: $8.52 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 17 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 6,250 shares Expires 2028-05-15 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F5 · derivative.exercise_date: The cancelled option provided for vesting in 12 equal monthly installments commencing on the date of grant. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 2,500 | Not disclosed Strike: $17.40 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 16 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 2,500 shares Expires 2027-05-30 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 3,051 | Not disclosed Strike: $74.40 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 15 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 3,051 shares Expires 2026-05-31 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 1,458 | Not disclosed Strike: $120.24 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 14 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 1,458 shares Expires 2025-06-08 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 416 | Not disclosed Strike: $74.64 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 13 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 416 shares Expires 2024-05-21 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 1,458 | Not disclosed Strike: $74.64 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 12 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 1,458 shares Expires 2024-05-21 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 1,458 | Not disclosed Strike: $111.84 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 11 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 1,458 shares Expires 2023-06-09 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 416 | Not disclosed Strike: $111.84 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 10 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 416 shares Expires 2023-06-09 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 1,458 | Not disclosed Strike: $31.92 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 9 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 1,458 shares Expires 2022-02-08 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 625 | Not disclosed Strike: $31.92 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 8 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 625 shares Expires 2022-02-08 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 1,458 | Not disclosed Strike: $20.88 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 7 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 1,458 shares Expires 2021-01-02 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
| November 12, 2018 Filed Nov 13, 2018 17:35 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | Disposition to issuerStock Option (Right to Buy) · Derivative | 625 | Not disclosed Strike: $20.88 | Not disclosed |
DisclosureSEC source: 0001209191-18-058350 · doc4.xml · derivative · entry 6 BALTIMORE DAVID · CIK 0001185858 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 625 shares Expires 2021-01-02 F2 · shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. F4 · price: On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received Restricted Stock Units as reported above in Table I. F3 · derivative.exercise_date: The shares subject to the cancelled option were fully vested. F2 · derivative.underlying_shares: Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.