Growth Equity Opportunities V, LLC 4
4 · Regulus Therapeutics Inc. · Filed Dec 26, 2019
Insider Transaction Report
Form 4
Growth Equity Opportunities V, LLC
10% Owner
Transactions
- Purchase
Common Stock Purchase Warrant (Right to Buy)
2019-12-24$0.13/sh+9,009,000$1,126,125→ 9,009,000 totalExercise: $0.67From: 2019-12-24Exp: 2024-12-24→ Common Stock (9,009,000 underlying) - Purchase
Class A-2 Convertible Preferred Stock
2019-12-24$6.66/sh+900,900$5,999,994→ 900,900 totalFrom: 2019-12-24→ Common Stock (9,009,000 underlying)
Holdings
- 256,700
Class A-1 Convertible Preferred Stock
From: 2019-05-07→ Common Stock (2,567,000 underlying) - 3,703,704
Common Stock Purchase Warrant (Right to Buy)
Exercise: $1.08From: 2019-05-07Exp: 2024-05-07→ Common Stock (3,703,704 underlying) - 2,052,454
Common Stock
Footnotes (5)
- [F1]The securities are directly held by Growth Equity Opportunities Fund V, LLC ("GEO V") and indirectly held by New Enterprise Associates 16, L.P. ("NEA 16"), the sole member of GEO V, NEA Partners 16, L.P. ("NEA Partners"), the sole general partner of NEA 16, NEA 16 GP, LLC ("NEA 16 GP"), the sole general partner of NEA Partners 16, and the individual managers of NEA 16 GP (NEA 16, NEA Partners 16, NEA 16 GP and the individual managers of NEA 16 GP, together, the "Indirect Reporting Persons").
- [F2]The individual managers of NEA 16 GP are Peter J. Barris, Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Josh Makower, David M. Mott, Scott D. Sandell, Peter W. Sonsini and Paul Walker. The Indirect Reporting Persons disclaim 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 of the Issuer held by GEO V in which the Indirect Reporting Persons have no pecuniary interest.
- [F3]Acquired from the Issuer pursuant to a Securities Purchase Agreement dated May 3, 2019 with a closing date of December 24, 2019.
- [F4]Each share of Class A-2 Convertible Preferred Stock, par value $0.001 per share ("Class A-2 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-2 Preferred Stock, for no additional consideration, in each case subject to customary adjustments under the certificate of designations for the Class A-2 Preferred Stock (the "Certificate of Designations"). Unless converted pursuant to its terms, the Class A-2 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.
- [F5]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.