0001567619-20-009390.txt : 20200508 0001567619-20-009390.hdr.sgml : 20200508 20200508200350 ACCESSION NUMBER: 0001567619-20-009390 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200401 FILED AS OF DATE: 20200508 DATE AS OF CHANGE: 20200508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Offshore Master Fund LP CENTRAL INDEX KEY: 0001577530 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35670 FILM NUMBER: 20862293 BUSINESS ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT STREET 2: 660 STEAMBOAT ROAD 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT STREET 2: 660 STEAMBOAT ROAD 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 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 225 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-202-6300 MAIL ADDRESS: STREET 1: 10628 SCIENCE CENTER DRIVE STREET 2: SUITE 225 CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 doc1.xml FORM 4 X0306 4 2020-04-01 0 0001505512 Regulus Therapeutics Inc. RGLS 0001577530 Sarissa Capital Offshore Master Fund LP C/O SARISSA CAPITAL MANAGEMENT 660 STEAMBOAT ROAD 3RD FLOOR GREENWICH CT 06830 0 0 1 0 Class A-2 Convertible Preferred Stock 2020-04-01 4 J 0 5311 D Common Stock 53110 262704 D Warrants to Purchase Common Stock 1.08 2020-04-01 4 J 0 23243 D 2020-04-01 2024-05-07 Common Stock 23243 1149649 D Warrants to Purchase Common Stock 0.666 2020-04-01 4 J 0 53113 D 2020-04-01 2024-12-24 Common Stock 53113 2627037 D See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. /s/ Mark DiPaolo, Authorized Person 2020-05-08 EX-99.1 2 s34767825.htm EXPLANATION OF RESPONSES
Explanation of Responses:
(1)
On April 1, 2020, the Reporting Person contributed 5,311 shares of non-voting series A-2 convertible preferred stock of the Issuer, par value $0.001 per share (the “A-2 Preferred Shares”) and warrants to purchase 76,356 shares of common stock of the Issuer, par value $0.001 per share (the “Common Stock”) to Sarissa Capital Master Fund II LP (the “New Master Fund”), a newly organized Cayman Islands limited partnership, in exchange for an equivalent interest in two newly organized feeder funds (each, a “New Feeder Fund”) of the New Master Fund  (the “Fund Restructuring”).  As part of the Fund Restructuring, certain investors who previously held an indirect interest in the Reporting Person (through a feeder fund in the Reporting Person) redeemed such interests in exchange for the New Feeder Fund interests acquired by the Reporting Person.  Other than as between the Reporting Person and Sarissa Capital Master Fund II LP, the Fund Restructuring did not result in any change to any party’s pecuniary interest in the Issuer’s securities.
(2)
Each A-2 Preferred Share is convertible into 10 shares of Common Stock, subject to certain beneficial ownership conversion limitations.
(3)
Sarissa Capital Management LP, a Delaware limited partnership (“Sarissa Capital”), as the investment advisor to the Report Person, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the A-2 Preferred Shares and the warrants held directly by the Reporting Person.  By virtue of his position as the Chief Investment Officer of Sarissa Capital and by virtue of his control of the ultimate general partner of the Reporting Person, Dr. Alexander Denner, a citizen of the United States of America, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the A-2 Preferred Shares and warrants directly held by the Reporting Person.  Each of Dr. Denner, Sarissa Capital and the Reporting Person disclaims beneficial ownership of the A-2 Preferred Shares and warrants except, in each case, to the extent of their pecuniary interest therein.