SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Clark B. Jefferson

(Last)

(First)

(Middle)

120 MOUNTAIN VIEW BOULEVARD

(Street)

BASKING RIDGE

07920

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2013

3. Issuer Name and Ticker or Trading Symbol
Regado Biosciences Inc [ RGDO ]

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

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

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	19,311	I	See Footnote 1⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	11/19/2004	⁽³⁾	Common Stock, par value $0.001 per share	145,411	⁽³⁾	I	See Footnote 1⁽¹⁾
Series B Preferred Stock	07/27/2005	⁽⁴⁾	Common Stock, par value $0.001 per share	87,325	⁽⁴⁾	I	See Footnote 1⁽¹⁾
Series C Preferred Stock	03/15/2007	⁽⁵⁾	Common Stock, par value $0.001 per share	133,067	⁽⁵⁾	I	See Footnote 1⁽¹⁾
Series D Preferred Stock	12/17/2009	⁽⁶⁾	Common Stock, par value $0.001 per share	249,500	⁽⁶⁾	I	See Footnote 2⁽²⁾
Series D Preferred Stock	05/25/2011	⁽⁶⁾	Common Stock, par value $0.001 per share	72,473	⁽⁶⁾	I	See Footnote 2⁽²⁾
Series E Preferred Stock	12/18/2012	⁽⁷⁾	Common Stock, par value $0.001 per share	43,171	⁽⁷⁾	I	See Footnote 2⁽²⁾
Series E Preferred Stock	03/22/2013	⁽⁷⁾	Common Stock, par value $0.001 per share	5,191	⁽⁷⁾	I	See Footnote 2⁽²⁾
Stock Option (right to buy)	⁽⁸⁾	04/30/2020	Common Stock, par value $0.001 per share	3,341	$4.51	I	See Footnote 9⁽⁹⁾
Stock Option (right to buy)	⁽⁸⁾	04/30/2020	Common Stock, par value $0.001 per share	5,447	$4.51	I	See Footnote 10⁽¹⁰⁾
Stock Option (right to buy)	⁽⁸⁾	12/08/2018	Common Stock, par value $0.001 per share	2,095	$11.69	I	See Footnote 10⁽¹⁰⁾
Stock Option (right to buy)	⁽⁸⁾	02/13/2018	Common Stock, par value $0.001 per share	2,095	$12.53	I	See Footnote 10⁽¹⁰⁾
Stock Option (right to buy)	⁽⁸⁾	02/21/2017	Common Stock, par value $0.001 per share	2,095	$10.86	I	See Footnote 10⁽¹⁰⁾
Stock Option (right to buy)	⁽⁸⁾	12/20/2015	Common Stock, par value $0.001 per share	2,095	$3.34	I	See Footnote 10⁽¹⁰⁾
Warrant (right to buy)	⁽¹¹⁾	02/20/2014	Common Stock, par value $0.001 per share	4,491	$0.17	I	See Footnote 1⁽¹⁾

Explanation of Responses:

1. The reportable securities are directly held by Aurora Ventures IV, LLC ("Aurora IV"). The Reporting Person is the manager of A.V. Management IV, L.L.C., the managing member of Aurora IV, and may be deemed to share voting and investment power. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. The reportable securities are directly held by Aurora Ventures V, L.P ("Aurora V"). The Reporting Person is the manager of A.V. Management V, L.L.C., the managing member of Aurora V, and may be deemed to share voting and investment power. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. The shares of Series A Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series A Preferred Stock to 0.05988024 shares of common stock, for no additional consideration.

4. The shares of Series B Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series B Preferred Stock to 0.05988024 shares of common stock, for no additional consideration.

5. The shares of Series C Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series C Preferred Stock to 0.05988024 shares of common stock, for no additional consideration.

6. The shares of Series D Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series D Preferred Stock to 0.05988024 shares of common stock, for no additional consideration.

7. The shares of Series E Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series E Preferred Stock to 0.05988024 shares of common stock, for no additional consideration.

8. This option is fully vested and exercisable.

9. The Reporting Person holds the reportable securities as nominee for Aurora V. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

10. The Reporting Person holds the reportable securities as nominee for Aurora IV. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

11. This warrant is currently exercisable.

Remarks:

	/s/ B. Jefferson Clark	08/21/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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