FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Regado Biosciences Inc [ RGDO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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, par value $0.001 per share | 08/27/2013 | C | 1,021,930 | A | (2) | 1,021,930 | I | See Footnote 4(4) | ||
Common Stock, par value $0.001 per share | 08/27/2013 | C | 169,633 | A | (3) | 1,191,563 | I | See Footnote 4(4) | ||
Common Stock, par value $0.001 per share | 08/27/2013 | P | 1,215,708 | A | $4 | 2,407,271 | I | See Footnote 4(4) |
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $4 | 08/27/2023 | A | 17,964 | (1) | 08/27/2013 | Common Stock, par value $0.001 per share | 17,964 | $0 | 17,964 | D | ||||
Series D Preferred Stock | (2) | 08/27/2013 | C | 17,066,243 | (2) | (2) | Common Stock, par value $0.001 per share | 1,021,930(2) | $0 | 0 | I | See Footnote 4(4) | |||
Series E Preferred Stock | (3) | 08/27/2013 | C | 2,832,872 | (3) | (3) | Common Stock, par value $0.001 per share | 169,633(3) | $0 | 0 | I | See Footnote 4(4) |
Explanation of Responses: |
1. 100% of the shares underlying the option will vest on the one-year anniversary of the date of grant. |
2. The shares of Series D Preferred Stock had no expiration date and automatically converted upon the consummation of the initial public offering of Regado Biosciences, Inc. (the "Company") at a conversion ratio of 1 share of Series D Preferred Stock to 0.05988024 shares of common stock, for no additional consideration. |
3. The shares of Series E Preferred Stock had no expiration date and automatically converted upon the consummation of the Company'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. |
4. The reportable securities are directly held by BioDiscovery 3, FCPR ("BioDiscovery") and indirectly held by Edmond de Rothschild Investment Partners ("Edmond de Rothschild"), BioDiscovery's management company. The Reporting Person is a partner at Edmond de Rothschild. 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. |
Remarks: |
/s/ Raphael Wisniewski by Christopher Courts, Attorney-in-Fact | 08/29/2013 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |