Edgar Filing: RASTETTER WILLIAM H

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RASTETTER WILLIAM H

2. Issuer Name and Ticker or Trading Symbol
Regulus Therapeutics Inc. [RGLS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O REGULUS THERAPEUTICS INC., 10614 SCIENCE CENTER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2018

(Street)

SAN DIEGO, CA 92121

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/12/2018		A		23,258	A	⁽¹⁾	79,672 ⁽²⁾	I	William H. Rastetter TTEE, Marisa Rastetter TTEE 9-2-2010 FBO Rastetter Family Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 92.04

11/12/2018

2,500 ⁽²⁾

⁽³⁾

03/31/2023

Common Stock

2,500 ⁽²⁾

⁽⁴⁾

William H. Rastetter TTEE, Marisa Rastetter TTEE 9-2-2010 FBO Rastetter Family Trus

Stock Option (Right to Buy)

$ 111.84

11/12/2018

1,458 ⁽²⁾

⁽³⁾

06/09/2023

Common Stock

1,458 ⁽²⁾

⁽⁴⁾

William H. Rastetter TTEE, Marisa Rastetter TTEE 9-2-2010 FBO Rastetter Family Trus

Stock Option (Right to Buy)

$ 74.64

11/12/2018

1,458 ⁽²⁾

⁽³⁾

05/21/2024

Common Stock

1,458 ⁽²⁾

⁽⁴⁾

William H. Rastetter TTEE, Marisa Rastetter TTEE 9-2-2010 FBO Rastetter Family Trus

Stock Option (Right to Buy)

$ 120.24

11/12/2018

1,458 ⁽²⁾

⁽³⁾

06/08/2025

Common Stock

1,458 ⁽²⁾

⁽⁴⁾

William H. Rastetter TTEE, Marisa Rastetter TTEE 9-2-2010 FBO Rastetter Family Trus

Stock Option (Right to Buy)

$ 74.4

11/12/2018

3,051 ⁽²⁾

⁽³⁾

05/31/2026

Common Stock

3,051 ⁽²⁾

⁽⁴⁾

William H. Rastetter TTEE, Marisa Rastetter TTEE 9-2-2010 FBO Rastetter Family Trus

Stock Option (Right to Buy)

$ 17.4

11/12/2018

2,500 ⁽²⁾

⁽³⁾

05/30/2027

Common Stock

2,500 ⁽²⁾

⁽⁴⁾

William H. Rastetter TTEE, Marisa Rastetter TTEE 9-2-2010 FBO Rastetter Family Trus

Stock Option (Right to Buy)

$ 8.52

11/12/2018

6,250 ⁽²⁾

⁽⁵⁾

05/16/2028

Common Stock

6,250 ⁽²⁾

⁽⁴⁾

William H. Rastetter TTEE, Marisa Rastetter TTEE 9-2-2010 FBO Rastetter Family Trus

Stock Option (Right to Buy)

$ 8.76

11/12/2018

4,583 ⁽²⁾

⁽⁶⁾

05/31/2028

Common Stock

4,583 ⁽²⁾

⁽⁴⁾

William H. Rastetter TTEE, Marisa Rastetter TTEE 9-2-2010 FBO Rastetter Family Trus

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RASTETTER WILLIAM H C/O REGULUS THERAPEUTICS INC. 10614 SCIENCE CENTER DRIVE SAN DIEGO, CA 92121	X

Signatures

Christopher Aker, Attorney in Fact		11/13/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On November 12, 2018, the issuer canceled, pursuant to the issuer's option exchange program, the options listed below in Table II. In exchange for the options cancelled, the reporting person received Restricted Stock Units (RSUs) as reported in this Table I. The RSUs vest ratably on a quarterly basis, such that the the RSUs are fully vested one year after the date of grant, subject to the reporting person's continuous service to Regulus through each vesting date.
(2)	Share numbers and exercise price reflect the 12-to-1 reverse stock split of the Issuer's common stock effective October 3, 2018.
(3)	The shares subject to the cancelled option were fully vested.
(4)	On November 12, 2018, the issuer cancelled, pursuant to the issuer's option exchange program, the listed option. In exchange for the options cancelled, the reporting person received the Restricted Stock Units reported above in Table I.
(5)	The cancelled option provided for vesting in 12 equal monthly installments commencing on the date of grant.
(6)	The cancelled option vested in twelve equally monthly installments, such that the option would have been fully vested one year from the date of grant, or the date of the Company's next annual shareholder meeting, whichever occured first.

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