4//SEC Filing
RASTETTER WILLIAM H 4
Accession 0000950170-25-091036
CIK 0001505512other
Filed
Jun 26, 8:00 PM ET
Accepted
Jun 27, 5:12 PM ET
Size
28.1 KB
Accession
0000950170-25-091036
Insider Transaction Report
Form 4
RASTETTER WILLIAM H
Director
Transactions
- Disposition to Issuer
Stock Option
2025-06-25−30,000→ 0 total(indirect: By Trust)Exercise: $2.01→ Common Stock (30,000 underlying) - Disposition to Issuer
Common Stock
2025-06-25−57,292→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option
2025-06-25−2,325→ 0 total(indirect: By Trust)Exercise: $8.80→ Common Stock (2,325 underlying) - Disposition to Issuer
Stock Option
2025-06-25−4,000→ 0 total(indirect: By Trust)Exercise: $9.90→ Common Stock (4,000 underlying) - Disposition to Issuer
Stock Option
2025-06-25−60,000→ 0 total(indirect: By Trust)Exercise: $2.01→ Common Stock (60,000 underlying) - Disposition from Tender
Common Stock
2025-06-25−44,264→ 57,292 total(indirect: By Trust) - Disposition to Issuer
Stock Option
2025-06-25−4,650→ 0 total(indirect: By Trust)Exercise: $6.40→ Common Stock (4,650 underlying) - Disposition to Issuer
Stock Option
2025-06-25−15,000→ 0 total(indirect: By Trust)Exercise: $1.36→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option
2025-06-25−9,000→ 0 total(indirect: By Trust)Exercise: $2.70→ Common Stock (9,000 underlying) - Disposition to Issuer
Stock Option
2025-06-25−30,000→ 0 total(indirect: By Trust)Exercise: $1.45→ Common Stock (30,000 underlying)
Footnotes (6)
- [F1]This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share.
- [F2]Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
- [F3]Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for the Offer Price.
- [F4]Pursuant to terms of the Merger Agreement, each restricted stock unit that was subject to vesting or forfeiture conditions that was outstanding immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive (i) an amount in cash (without interest and subject to applicable withholding) equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such restricted stock unit immediately prior to the Effective Time by (B) the Closing Amount, plus (ii) one CVR with respect to each Share subject to such restricted stock unit immediately prior to the Effective Time.
- [F5]Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time.
- [F6]Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option).
Documents
Issuer
Regulus Therapeutics Inc.
CIK 0001505512
Entity typeother
Related Parties
1- filerCIK 0001205903
Filing Metadata
- Form type
- 4
- Filed
- Jun 26, 8:00 PM ET
- Accepted
- Jun 27, 5:12 PM ET
- Size
- 28.1 KB