0001209191-19-028710.txt : 20190510
0001209191-19-028710.hdr.sgml : 20190510
20190510105946
ACCESSION NUMBER: 0001209191-19-028710
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190507
FILED AS OF DATE: 20190510
DATE AS OF CHANGE: 20190510
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Walker Paul Edward
CENTRAL INDEX KEY: 0001553150
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35670
FILM NUMBER: 19813420
MAIL ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
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/A
1
doc4a.xml
FORM 4/A SUBMISSION
X0306
4/A
2019-05-07
2019-05-09
0
0001505512
Regulus Therapeutics Inc.
RGLS
0001553150
Walker Paul Edward
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.
Amendment filed to reflect that the Reporting Person is not a member of the Board of Directors of the Issuer as erroneously reported in prior filing.
/s/ Sasha Keough, attorney-in-fact
2019-05-09