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Filing Details

Accession Number:
0001209191-19-028596
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-05-09 18:05:31
Reporting Period:
2019-05-07
Accepted Time:
2019-05-09 18:05:31
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1505512 Regulus Therapeutics Inc. RGLS Pharmaceutical Preparations (2834) 264738379
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1559827 Jr. A. Anthony Florence 5425 Wisconsin Avenue
Suite 800
Chevy Chase MD 20815
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2019-05-07 1,136,704 $1.08 2,052,454 No 4 P Indirect See Note 2
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Note 2
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Common Stock Purchase Warrant (Right to Buy) Acquisiton 2019-05-07 3,703,704 $0.13 3,703,704 $1.08
Common Stock Class A-1 Convertible Preferred Stock Acquisiton 2019-05-07 256,700 $10.80 2,567,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
3,703,704 2019-05-07 2024-05-07 No 4 P Indirect
256,700 2019-05-07 No 4 P Indirect
Footnotes
  1. Acquired from the Issuer pursuant to a Securities Purchase Agreement dated May 3, 2019 with a closing date of May 7, 2019.
  2. The Reporting Person is a manager of NEA 16 GP, LLC, ("NEA 16 GP") which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"). NEA 16 is the sole member of Growth Equity Opportunities Fund V, LLC ("GEO V"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by GEO V in which the Reporting Person has no pecuniary interest.
  3. Each share of Class A-1 Convertible Preferred Stock, par value $0.001 per share ("Class A-1 Preferred Stock"), of the Issuer is convertible at any time into a number of shares of common stock, par value $0.001 ("Common Stock"), of the Issuer at a rate of 10 shares of Common Stock for each share of Class A-1 Preferred Stock, for no additional consideration, in each case subject to customary adjustments under the certificate of designations for the Class A-1 Preferred Stock (the "Certificate of Designations"). Unless converted pursuant to its terms, the Class A-1 Preferred Stock does not expire. The Certificate of Designations prohibits conversion to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion.