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Filing Details

Accession Number:: 0001209191-19-028604
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-09 18:07:17
Reporting Period:: 2019-05-07

Accepted Time:: 2019-05-09 18:07:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1505512	Regulus Therapeutics Inc.	RGLS	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093		No	No	Yes	No

Reported Non-Derivative Transactions

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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

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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

Acquired from the Issuer pursuant to a Securities Purchase Agreement dated May 3, 2019 with a closing date of May 7, 2019.
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.
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.