0001209191-19-028593.txt : 20190509 0001209191-19-028593.hdr.sgml : 20190509 20190509180441 ACCESSION NUMBER: 0001209191-19-028593 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190507 FILED AS OF DATE: 20190509 DATE AS OF CHANGE: 20190509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Behbahani Ali CENTRAL INDEX KEY: 0001613867 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35670 FILM NUMBER: 19812106 MAIL ADDRESS: STREET 1: 5425 WISCONSIN AVE CITY: CHEVY CHASE STATE: MD ZIP: 20815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Regulus Therapeutics Inc. CENTRAL INDEX KEY: 0001505512 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 264738379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10628 SCIENCE CENTER DRIVE STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-202-6300 MAIL ADDRESS: STREET 1: 10628 SCIENCE CENTER DRIVE STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-05-07 0 0001505512 Regulus Therapeutics Inc. RGLS 0001613867 Behbahani Ali 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2019-05-07 4 P 0 1136704 1.08 A 2052454 I See Note 2 Common Stock Purchase Warrant (Right to Buy) 1.08 2019-05-07 4 P 0 3703704 0.125 A 2019-05-07 2024-05-07 Common Stock 3703704 3703704 I See Note 2 Class A-1 Convertible Preferred Stock 2019-05-07 4 P 0 256700 10.80 A 2019-05-07 Common Stock 2567000 256700 I See Note 2 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. /s/ Sasha Keough, attorney-in-fact 2019-05-09