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person · Reporting owner

Hagan Joseph P

Disclosed activity across 3 companies

Tapewire entity
78041
SEC CIK
0001465278

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Aurinia Pharmaceuticals Inc.AUPH · Entity 4463DirectorMay 18, 2023May 23, 2023
Zosano Pharma CorpZSAN · Entity 12518DirectorJune 10, 2021June 14, 2021

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.

Aurinia Pharmaceuticals Inc.

Report date May 18, 2023 · Filed May 23, 2023

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect11,961 Ending reported balance After 2023-05-19 transaction · row 2
2 source rows · reconciled sequence

Row 1 · 2023-05-18 · Exercise / conversion · Acquired 8,733 · Balance 12,233

F1: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Issuer Common Stock. The RSUs have no expiration date.

Row 2 · 2023-05-19 · Sale · Disposed 272 · Balance 11,961

F2: Represents the number of shares automatically sold to cover tax withholding obligations in connection with the vesting of RSUs.

Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect0 Reported balance After 2023-05-18 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2023-05-18 · Exercise / conversion · Disposed 8,733 · Balance 0

F1: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Issuer Common Stock. The RSUs have no expiration date.

Filing footnotes · ownership attribution and instrument terms

F1: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Issuer Common Stock. The RSUs have no expiration date.

F2: Represents the number of shares automatically sold to cover tax withholding obligations in connection with the vesting of RSUs.

Zosano Pharma Corp

Report date June 10, 2021 · Filed June 14, 2021

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect22,500 Reported balance After 2021-06-10 transaction · row 1
1 source row

Row 1 · 2021-06-10 · Grant · Acquired 15,000 · Balance 22,500

F1: Represents restricted stock units which vest in a single installment on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the annual meeting in 2022 of the Issuer's stockholders, assuming continuous service through such vesting date.

Stock Option (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $0.93 · Expires 2031-06-09Direct30,000 Reported balance After 2021-06-10 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2021-06-10 · Grant · Acquired 30,000 · Balance 30,000

F2: The option will vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the annual meeting in 2022 of the Issuer's stockholders, assuming continuous service through such vesting date.

Filing footnotes · ownership attribution and instrument terms

F1: Represents restricted stock units which vest in a single installment on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the annual meeting in 2022 of the Issuer's stockholders, assuming continuous service through such vesting date.

F2: The option will vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the annual meeting in 2022 of the Issuer's stockholders, assuming continuous service through such vesting date.

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 / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect0 Reported balance After 2025-06-25 transaction · row 1
1 source row

Row 1 · 2025-06-25 · Disposition to issuer · Disposed 571,558 · 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.

F3: Pursuant to the terms of the Merger Agreement, (i) each Share was converted into the right to receive the Offer Price and (ii) each performance stock unit ("PSU") was canceled and converted into the right to receive (A) an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of Shares underlying such PSU immediately prior to the Effective Time by (y) the Closing Amount plus (B) one CVR with respect to each such Share subject to such PSU immediately prior to the Effective Time. The 280,750 PSUs reported herein were unintentionally omitted from previous Form 4 filings made by the Reporting Person following the achievement of the performance-based vesting conditions applicable thereto.

Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $9.50Direct0 Reported balance After 2025-06-25 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2025-06-25 · Disposition to issuer · Disposed 6,500 · 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 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 $9.50Direct0 Reported balance After 2025-06-25 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2025-06-25 · Disposition to issuer · Disposed 1,000 · 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 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 $6.40Direct0 Reported balance After 2025-06-25 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2025-06-25 · Disposition to issuer · Disposed 100,000 · 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.

F4: 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 $13.10Direct0 Reported balance After 2025-06-25 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2025-06-25 · Disposition to issuer · Disposed 90,000 · 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 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 $2.60Direct0 Reported balance After 2025-06-25 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2025-06-25 · Disposition to issuer · Disposed 160,000 · 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.

F4: 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 $13.10Direct0 Reported balance After 2025-06-25 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 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 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 $1.48Direct0 Reported balance After 2025-06-25 transaction · row 8 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 8 · 2025-06-25 · Disposition to issuer · Disposed 100,000 · 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.

F4: 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 $1.36Direct0 Reported balance After 2025-06-25 transaction · row 9 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 9 · 2025-06-25 · Disposition to issuer · Disposed 1,312,500 · 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 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 $1.30Direct0 Reported balance After 2025-06-25 transaction · row 10 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 10 · 2025-06-25 · Disposition to issuer · Disposed 249,000 · 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.

F4: 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 $2.01Direct0 Reported balance After 2025-06-25 transaction · row 11 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 11 · 2025-06-25 · Disposition to issuer · Disposed 990,000 · 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.

F4: 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 $1.00Direct0 Reported balance After 2025-06-25 transaction · row 12 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 12 · 2025-06-25 · Disposition to issuer · Disposed 1,350,000 · 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.

F4: 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.

Common Stock Purchase Warrant (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $7.46Direct0 Reported balance After 2025-06-25 transaction · row 13 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 13 · 2025-06-25 · Disposition to issuer · Disposed 2,976 · 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 the Merger Agreement, the Reporting Person elected to receive $2.95 per warrant, an amount equal to the Black Scholes Value (as defined in the Merger Agreement) for the warrants reported herein.

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, (i) each Share was converted into the right to receive the Offer Price and (ii) each performance stock unit ("PSU") was canceled and converted into the right to receive (A) an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of Shares underlying such PSU immediately prior to the Effective Time by (y) the Closing Amount plus (B) one CVR with respect to each such Share subject to such PSU immediately prior to the Effective Time. The 280,750 PSUs reported herein were unintentionally omitted from previous Form 4 filings made by the Reporting Person following the achievement of the performance-based vesting conditions applicable thereto.

F4: 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: 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: Pursuant to the Merger Agreement, the Reporting Person elected to receive $2.95 per warrant, an amount equal to the Black Scholes Value (as defined in the Merger Agreement) for the warrants reported herein.

Transaction history

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
June 25, 2025 Filed Jun 27, 2025 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerCommon Stock Purchase Warrant (Right to Buy) · Derivative 2,976 Not disclosed Strike: $7.46 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 13

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,976 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 the Merger Agreement, the Reporting Person elected to receive $2.95 per warrant, an amount equal to the Black Scholes Value (as defined in the Merger Agreement) for the warrants reported herein.

F6 · derivative.exercise_date: Pursuant to the Merger Agreement, the Reporting Person elected to receive $2.95 per warrant, an amount equal to the Black Scholes Value (as defined in the Merger Agreement) for the warrants reported herein.

F6 · derivative.expiration_date: Pursuant to the Merger Agreement, the Reporting Person elected to receive $2.95 per warrant, an amount equal to the Black Scholes Value (as defined in the Merger Agreement) for the warrants reported herein.

Read SEC document
June 25, 2025 Filed Jun 27, 2025 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 1,350,000 Not disclosed Strike: $1.00 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 12

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,350,000 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.

F4 · 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.

F4 · 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.

F4 · 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 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 990,000 Not disclosed Strike: $2.01 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 11

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 990,000 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.

F4 · 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.

F4 · 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.

F4 · 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 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 249,000 Not disclosed Strike: $1.30 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 10

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 249,000 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.

F4 · 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.

F4 · 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.

F4 · 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 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 1,312,500 Not disclosed Strike: $1.36 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 9

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,312,500 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.

F4 · 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.

F4 · 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.

F4 · 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 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 100,000 Not disclosed Strike: $1.48 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 8

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 100,000 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.

F4 · 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.

F4 · 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.

F4 · 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 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 30,000 Not disclosed Strike: $13.10 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 7

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

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 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).

F5 · 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).

F5 · 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).

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June 25, 2025 Filed Jun 27, 2025 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 160,000 Not disclosed Strike: $2.60 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 6

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 160,000 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.

F4 · 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.

F4 · 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.

F4 · 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.

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June 25, 2025 Filed Jun 27, 2025 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 90,000 Not disclosed Strike: $13.10 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 5

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 90,000 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 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).

F5 · 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).

F5 · 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).

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June 25, 2025 Filed Jun 27, 2025 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 100,000 Not disclosed Strike: $6.40 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 4

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 100,000 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.

F4 · 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.

F4 · 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.

F4 · 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.

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June 25, 2025 Filed Jun 27, 2025 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 1,000 Not disclosed Strike: $9.50 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 3

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,000 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 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).

F5 · 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).

F5 · 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).

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June 25, 2025 Filed Jun 27, 2025 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerStock Option · Derivative 6,500 Not disclosed Strike: $9.50 Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · derivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 6,500 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 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).

F5 · 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).

F5 · 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 17:05 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 Disposition to issuerCommon Stock 571,558 Not disclosed Not disclosed
Disclosure

SEC source: 0000950170-25-091015 · ownership.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

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.

F3 · price: Pursuant to the terms of the Merger Agreement, (i) each Share was converted into the right to receive the Offer Price and (ii) each performance stock unit ("PSU") was canceled and converted into the right to receive (A) an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of Shares underlying such PSU immediately prior to the Effective Time by (y) the Closing Amount plus (B) one CVR with respect to each such Share subject to such PSU immediately prior to the Effective Time. The 280,750 PSUs reported herein were unintentionally omitted from previous Form 4 filings made by the Reporting Person following the achievement of the performance-based vesting conditions applicable thereto.

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January 30, 2025 Filed Jan 31, 2025 17:00 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantStock Option (Right to Buy) · Derivative 1,350,000 $0.00 Strike: $1.00 $0.00
Disclosure

SEC source: 0000950170-25-011853 · ownership.xml · derivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,350,000

Underlying: Common Stock · 1,350,000 shares

Expires 2035-01-29

F2 · derivative.exercise_date: The stock option commenced vesting on January 1, 2025 and will vest ratably on a monthly basis over a 48 month period subject to the reporting person's continuous service to Regulus through each such vesting date.

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January 30, 2025 Filed Jan 31, 2025 17:00 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 PurchaseCommon Stock 50,000 $1.09 $54,260.00
Disclosure

SEC source: 0000950170-25-011853 · ownership.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 260,808

F1 · price: The weighted average purchase price for the transaction reported was $1.0852, and the range of prices were between $1.065 and $1.0897. 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.

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January 14, 2025 Filed Jan 15, 2025 17:00 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 SaleCommon Stock 11,764 $1.26 $14,860.28
Disclosure

SEC source: 0000950170-25-005883 · ownership.xml · nonDerivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 210,808

F2 · kind: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) which commenced vesting on January 12, 2024. These sales are made pursuant to an existing 10b5-1 plan under which the Reporting Person has irrevocably elected to satisfy the tax obligations through this sale and do not represent discretionary trades by the Reporting Person.

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January 13, 2025 Filed Jan 15, 2025 17:00 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 SaleCommon Stock 115,290 $1.26 $145,634.33
Disclosure

SEC source: 0000950170-25-005883 · ownership.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 222,572

F1 · kind: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) which commenced vesting on January 9, 2025. These sales are made pursuant to an existing 10b5-1 plan under which the Reporting Person has irrevocably elected to satisfy the tax obligations through this sale and do not represent discretionary trades by the Reporting Person.

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January 09, 2025 Filed Jan 10, 2025 17:00 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantCommon Stock 62,000 $1.30 $80,600.00
Disclosure

SEC source: 0000950170-25-004274 · ownership.xml · nonDerivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 337,862

F2 · kind: On January 12, 2024, the reporting person was granted Restricted Stock Units (RSUs). The RSUs only vest upon achievement of a specified performance-based milestone. The performance criteria were met resulting in immediate vesting of 50% of the shares subject to the grant. The remaining 50% vest on the one year anniversary of the vesting commencement date, subject to the reporting person's Continuous Service to Regulus.

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January 09, 2025 Filed Jan 10, 2025 17:00 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantCommon Stock 218,750 $1.36 $297,500.00
Disclosure

SEC source: 0000950170-25-004274 · ownership.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 275,862

F1 · kind: On August 10, 2023, the reporting person was granted Restricted Stock Units (RSUs). The RSUs only vest upon achievement of a specified performance-based milestone. The performance criteria were met resulting in immediate vesting of 50% of the shares subject to the grant. The remaining 50% vest on the one year anniversary of the vesting commencement date, subject to the reporting person's Continuous Service to Regulus.

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May 20, 2024 Filed May 21, 2024 16:21 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantStock Option (Right to Buy) · Derivative 990,000 $0.00 Strike: $2.01 $0.00
Disclosure

SEC source: 0000950170-24-062920 · ownership.xml · derivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 990,000

Underlying: Common Stock · 990,000 shares

Expires 2034-05-19

F1 · derivative.exercise_date: The stock option will vest ratably on a monthly basis over a 48 month period subject to the reporting person's continuous service to Regulus through each such vesting date.

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January 18, 2024 Filed Jan 18, 2024 20:22 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 SaleCommon Stock 14,580 $1.19 $17,358.95
Disclosure

SEC source: 0001209191-24-001873 · doc4.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 57,112

F1 · shares: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) received by the Reporting Person. These sales are made pursuant to an existing 10b5-1 plan under which the Reporting Person has irrevocably elected to satisfy the tax obligations through this sale and do not represent discretionary trades by the Reporting Person.

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January 12, 2024 Filed Jan 17, 2024 17:16 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantStock Option (Right to Buy) · Derivative 249,000 $0.00 Strike: $1.30 $0.00
Disclosure

SEC source: 0001209191-24-001778 · doc4.xml · derivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 249,000

Underlying: Common Stock · 249,000 shares

Expires 2034-01-11

F2 · derivative.exercise_date: The stock option will vest ratably on a monthly basis over a 48 month period subject to the reporting person's continuous service to Regulus through each such vesting date.

Read SEC document
January 12, 2024 Filed Jan 17, 2024 17:16 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantCommon Stock 30,000 $0.00 $0.00
Disclosure

SEC source: 0001209191-24-001778 · doc4.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 71,692

F1 · shares: On January 11, 2023, the reporting person was granted Restricted Stock Units (RSUs). The RSUs only vested upon achievement of a performance-based milestone. The performance criteria were met resulting in immediate vesting of 50% of the shares subject to the grant. The remaining 50% vest on the one year anniversary of the vesting commencement date, subject to the reporting person's Continuous Service to Regulus.

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August 10, 2023 Filed Aug 14, 2023 16:17 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantStock Option (Right to Buy) · Derivative 1,312,500 $0.00 Strike: $1.36 $0.00
Disclosure

SEC source: 0001209191-23-045624 · doc4.xml · derivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,312,500

Underlying: Common Stock · 1,312,500 shares

Expires 2033-08-09

F1 · derivative.exercise_date: The stock option will vest ratably on a monthly basis over a 48 month period subject to the reporting person's continuous service to Regulus through each such vesting date.

Read SEC document
May 19, 2023 Filed May 23, 2023 17:18 UTC Aurinia Pharmaceuticals Inc. AUPH · Entity 4463 SaleCommon Stock 272 $10.58 $2,877.76
Disclosure

SEC source: 0001600620-23-000021 · wk-form4_1684876715.xml · nonDerivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,961

F2 · shares: Represents the number of shares automatically sold to cover tax withholding obligations in connection with the vesting of RSUs.

Read SEC document
May 18, 2023 Filed May 23, 2023 17:18 UTC Aurinia Pharmaceuticals Inc. AUPH · Entity 4463 Exercise / conversionRestricted Stock Units · Derivative 8,733 $0.00 $0.00
Disclosure

SEC source: 0001600620-23-000021 · wk-form4_1684876715.xml · derivative · entry 3

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 8,733 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Issuer Common Stock. The RSUs have no expiration date.

F1 · derivative.expiration_date: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Issuer Common Stock. The RSUs have no expiration date.

Read SEC document
May 18, 2023 Filed May 23, 2023 17:18 UTC Aurinia Pharmaceuticals Inc. AUPH · Entity 4463 Exercise / conversionCommon Stock 8,733 Not disclosed Not disclosed
Disclosure

SEC source: 0001600620-23-000021 · wk-form4_1684876715.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,233

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Issuer Common Stock. The RSUs have no expiration date.

Read SEC document
January 11, 2023 Filed Jan 17, 2023 16:11 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantStock Option (Right to Buy) · Derivative 100,000 $0.00 Strike: $1.48 $0.00
Disclosure

SEC source: 0001209191-23-003520 · doc4.xml · derivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2033-01-10

F1 · derivative.exercise_date: The stock option will vest ratably on a monthly basis over a 48 month period subject to the reporting person's continuous service to Regulus through each such vesting date.

Read SEC document
May 18, 2022 Filed May 20, 2022 16:07 UTC Aurinia Pharmaceuticals Inc. AUPH · Entity 4463 GrantStock Option (right to buy) · Derivative 14,612 $0.00 Strike: $11.45 $0.00
Disclosure

SEC source: 0001628280-22-015028 · wf-form4_165307722519945.xml · derivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,612

Underlying: Common Stock · 14,612 shares

Expires 2032-05-18

F2 · derivative.exercise_date: The option vests in twelve equal monthly installments commencing on June 18, 2022.

Read SEC document
May 18, 2022 Filed May 20, 2022 16:07 UTC Aurinia Pharmaceuticals Inc. AUPH · Entity 4463 GrantRestricted Stock Unit · Derivative 8,733 $0.00 $0.00
Disclosure

SEC source: 0001628280-22-015028 · wf-form4_165307722519945.xml · derivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,733

Underlying: Common Shares · 8,733 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest and be delivered to the Reporting Person one year from date of grant.

F1 · derivative.exercise_date: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest and be delivered to the Reporting Person one year from date of grant.

F1 · derivative.expiration_date: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest and be delivered to the Reporting Person one year from date of grant.

Read SEC document
May 10, 2022 Filed May 11, 2022 16:54 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantStock Option (Right to Buy) · Derivative 300,000 $0.00 Strike: $1.31 $0.00
Disclosure

SEC source: 0001209191-22-028337 · doc4.xml · derivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 300,000

Underlying: Common Stock · 300,000 shares

Expires 2030-01-20

F1 · derivative.exercise_date: The option vests only upon achievement of a performance-based milestone. The performance criteria were met, resulting in vesting of the option. Upon achievement of the milestone and verification of same by the Company's Compensation Committee, one hundred percent of the shares immediately vested.

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January 26, 2022 Filed Jan 26, 2022 16:13 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 PurchaseCommon Stock 100,000 $0.22 $21,520.00
Disclosure

SEC source: 0001209191-22-005061 · doc4.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 417,006

Read SEC document
January 12, 2022 Filed Jan 26, 2022 16:13 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantStock Option (Right to Buy) · Derivative 1,600,000 $0.00 Strike: $0.26 $0.00
Disclosure

SEC source: 0001209191-22-005061 · doc4.xml · derivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,600,000

Underlying: Common Stock · 1,600,000 shares

Expires 2032-01-11

F1 · derivative.exercise_date: The stock option will vest ratably on a monthly basis over a 48 month period subject to the reporting person's continuous service to Regulus through each such vesting date.

Read SEC document
January 03, 2022 Filed Jan 4, 2022 16:17 UTC Aurinia Pharmaceuticals Inc. AUPH · Entity 4463 Exercise / conversionStock Option (right to buy) · Derivative 40,000 $0.00 Strike: $5.08 $0.00
Disclosure

SEC source: 0001628280-22-000182 · wf-form4_164133098196321.xml · derivative · entry 4

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

Underlying: Common Stock · 40,000 shares

Expires 2028-02-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Converted to U.S. dollars based on the average daily exchange rate of the Bank of Canada reported on the grant date.

F4 · derivative.exercise_date: The shares subject to the option are fully vested and immediately exercisable. They vested in twelve equal monthly installments from the grant date.

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January 03, 2022 Filed Jan 4, 2022 16:17 UTC Aurinia Pharmaceuticals Inc. AUPH · Entity 4463 SaleCommon Stock 634 $23.29 $14,765.86
Disclosure

SEC source: 0001628280-22-000182 · wf-form4_164133098196321.xml · nonDerivative · entry 3

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,500

F2 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

Read SEC document
January 03, 2022 Filed Jan 4, 2022 16:17 UTC Aurinia Pharmaceuticals Inc. AUPH · Entity 4463 SaleCommon Stock 39,366 $22.58 $888,884.28
Disclosure

SEC source: 0001628280-22-000182 · wf-form4_164133098196321.xml · nonDerivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,134

F2 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F3 · price: The price in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $22.27 to $23.22, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

Read SEC document
January 03, 2022 Filed Jan 4, 2022 16:17 UTC Aurinia Pharmaceuticals Inc. AUPH · Entity 4463 Exercise / conversionCommon Stock 40,000 $5.08 $203,200.00
Disclosure

SEC source: 0001628280-22-000182 · wf-form4_164133098196321.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Converted to U.S. dollars based on the average daily exchange rate of the Bank of Canada reported on the grant date.

Read SEC document
June 14, 2021 Filed Jun 16, 2021 21:23 UTC Aurinia Pharmaceuticals Inc. AUPH · Entity 4463 GrantStock Option (right to buy) · Derivative 31,347 $0.00 Strike: $12.86 $0.00
Disclosure

SEC source: 0001628280-21-012389 · wf-form4_162389298391433.xml · derivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,347

Underlying: Common Shares · 31,347 shares

Expires 2031-06-14

F1 · derivative.exercise_date: The option vests in twelve equal monthly installments commencing on July 14, 2021.

Read SEC document
June 10, 2021 Filed Jun 14, 2021 20:31 UTC Zosano Pharma Corp ZSAN · Entity 12518 GrantStock Option (Right to Buy) · Derivative 30,000 $0.00 Strike: $0.93 $0.00
Disclosure

SEC source: 0001567619-21-012083 · doc1.xml · derivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,000

Underlying: Common Stock · 30,000 shares

Expires 2031-06-09

F2 · derivative.exercise_date: The option will vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the annual meeting in 2022 of the Issuer's stockholders, assuming continuous service through such vesting date.

Read SEC document
June 10, 2021 Filed Jun 14, 2021 20:31 UTC Zosano Pharma Corp ZSAN · Entity 12518 GrantCommon Stock 15,000 $0.00 $0.00
Disclosure

SEC source: 0001567619-21-012083 · doc1.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,500

F1 · shares: Represents restricted stock units which vest in a single installment on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the annual meeting in 2022 of the Issuer's stockholders, assuming continuous service through such vesting date.

Read SEC document
May 17, 2021 Filed May 17, 2021 19:13 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 SaleCommon Stock 4,186 $0.89 $3,725.54
Disclosure

SEC source: 0001209191-21-033297 · doc4.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 316,292

F1 · kind: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) received by the Reporting Person on 11/12/2018. These sales are made pursuant to an existing 10b5-1 plan under which the Reporting Person has irrevocably elected to satisfy the tax obligations through this sale and do not represent discretionary trades by the Reporting Person.

Read SEC document
April 14, 2021 Filed Apr 16, 2021 16:12 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 ConversionClass A-2 Convertible Preferred Stock · Derivative 7,585 $0.00 $0.00
Disclosure

SEC source: 0001209191-21-026952 · doc4.xml · derivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · PACIFIC PREMIER TRUST OBO JOSEPH P. HAGAN IRA

Disclosed balance after: 0

Underlying: Common Stock · 7,585 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The shares of Class A-2 Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder into shares of Common Stock without payment of further consideration. Each share of Class A-2 Convertible Preferred Stock converts into 10 shares of Common Stock.

F1 · derivative.exercise_date: The shares of Class A-2 Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder into shares of Common Stock without payment of further consideration. Each share of Class A-2 Convertible Preferred Stock converts into 10 shares of Common Stock.

F1 · derivative.expiration_date: The shares of Class A-2 Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder into shares of Common Stock without payment of further consideration. Each share of Class A-2 Convertible Preferred Stock converts into 10 shares of Common Stock.

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April 14, 2021 Filed Apr 16, 2021 16:12 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 ConversionCommon Stock 75,850 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-21-026952 · doc4.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 320,478

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The shares of Class A-2 Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder into shares of Common Stock without payment of further consideration. Each share of Class A-2 Convertible Preferred Stock converts into 10 shares of Common Stock.

Read SEC document
February 16, 2021 Filed Feb 17, 2021 17:23 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 SaleCommon Stock 4,144 $1.72 $7,127.68
Disclosure

SEC source: 0001209191-21-011377 · doc4.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 485,756

F1 · kind: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) received by the Reporting Person on 11/12/2018. These sales are made pursuant to an existing 10b5-1 plan under which the Reporting Person has irrevocably elected to satisfy the tax obligations through this sale and do not represent discretionary trades by the Reporting Person.

Read SEC document
February 16, 2021 Filed Apr 16, 2021 16:11 UTC Amendment Regulus Therapeutics Inc. RGLS · Entity 78034 SaleCommon Stock 4,144 $1.72 $7,127.68
Disclosure

SEC source: 0001209191-21-026951 · doc4a.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 244,628

F1 · kind: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) received by the Reporting Person on 11/12/2018. These sales are made pursuant to an existing 10b5-1 plan under which the Reporting Person has irrevocably elected to satisfy the tax obligations through this sale and do not represent discretionary trades by the Reporting Person.

F2 · balance_after: This Form 4 is being amended to correct the number of securities beneficially owned following the reported transaction.

Read SEC document
February 04, 2021 Filed Feb 5, 2021 17:01 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantStock Option (Right to Buy) · Derivative 600,000 $0.00 Strike: $1.59 $0.00
Disclosure

SEC source: 0001209191-21-008170 · doc4.xml · derivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 600,000

Underlying: Common Stock · 600,000 shares

Expires 2031-02-04

F1 · derivative.exercise_date: The stock option commenced vesting on January 1, 2021 and will vest ratably on a monthly basis over a 48 month period subject to the reporting person's continuous service to Regulus through each such vesting date.

Read SEC document
December 04, 2020 Filed Dec 7, 2020 16:22 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantCommon Stock Purchase Warrant (Right to Buy) · Derivative 29,760 $0.13 Strike: $0.75 $3,720.00
Disclosure

SEC source: 0001209191-20-061940 · doc4.xml · derivative · entry 2

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · Securities purchased through an affiliated investment entity

Disclosed balance after: 29,760

Underlying: Common Stock · 29,760 shares

Expires 2025-12-04

Read SEC document
December 04, 2020 Filed Dec 7, 2020 16:22 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 GrantCommon Stock 39,680 $0.63 $25,002.37
Disclosure

SEC source: 0001209191-20-061940 · doc4.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · Securities purchased through an affiliated investment entity

Disclosed balance after: 225,674

Read SEC document
November 16, 2020 Filed Nov 18, 2020 16:09 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 SaleCommon Stock 6,094 $0.52 $3,175.58
Disclosure

SEC source: 0001209191-20-059050 · doc4.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 215,994

F1 · kind: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) received by the Reporting Person on 11/12/2018. These sales are made pursuant to an existing 10b5-1 plan under which the Reporting Person has irrevocably elected to satisfy the tax obligations through this sale and do not represent discretionary trades by the Reporting Person.

Read SEC document
August 14, 2020 Filed Aug 17, 2020 20:22 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 SaleCommon Stock 4,245 $0.60 $2,567.80
Disclosure

SEC source: 0001209191-20-047033 · doc4.xml · nonDerivative · entry 1

Hagan Joseph P · CIK 0001465278 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 222,088

F1 · kind: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) received by the Reporting Person on 11/12/2018. These sales are made pursuant to an existing 10b5-1 plan under which the Reporting Person has irrevocably elected to satisfy the tax obligations through this sale and do not represent discretionary trades by the Reporting Person.

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.