Regulus Therapeutics Inc.
|
(Name of Issuer)
|
Common Stock, $0.001 par value
|
(Title of Class of Securities)
|
75915K200
|
(CUSIP Number)
|
Mark DiPaolo
Senior Partner, General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
May 7, 2019
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 75915K200
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Page 2 of 13 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Management LP |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
3,703,702 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
3,703,702 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,703,702 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.53% |
|||
14
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TYPE OF REPORTING PERSON
PN
|
CUSIP No. 75915K200
|
Page 3 of 13 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander J. Denner, Ph.D. |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
3,703,702 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
3,703,702 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,703,702 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.53% |
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 75915K200
|
Page 4 of 13 Pages
|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Offshore Master Fund LP |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
2,345,784 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
2,345,784 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,345,784 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.80% |
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 75915K200
|
Page 5 of 13 Pages
|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Catapult Fund LLC |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
764,712 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
764,712 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
764,712 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.65% |
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 75915K200
|
Page 6 of 13 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Hawkeye Fund LP |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
593,206 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
593,206 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
593,206 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.85% |
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 75915K200
|
Page 7 of 13 Pages
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CUSIP No. 75915K200
|
Page 8 of 13 Pages
|
CUSIP No. 75915K200
|
Page 9 of 13 Pages
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CUSIP No. 75915K200
|
Page 10 of 13 Pages
|
CUSIP No. 75915K200
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Page 11 of 13 Pages
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By:
|
/s/ Mark DiPaolo
|
|
Name: Mark DiPaolo
|
||
Title: Senior Partner, General Counsel
|
By:
|
/s/ Mark DiPaolo
|
|
Name: Mark DiPaolo
|
||
Title: Authorized Person
|
By:
|
/s/ Mark DiPaolo
|
|
Name: Mark DiPaolo
|
||
Title: Senior Partner, General Counsel
|
By:
|
/s/ Mark DiPaolo
|
|
Name: Mark DiPaolo
|
||
Title: Authorized Person
|
/s/Alexander J. Denner, Ph.D.
|
|
Alexander J. Denner, Ph.D.
|
CUSIP No. 75915K200
|
Page 12 of 13 Pages
|
By:
|
/s/ Mark DiPaolo
|
|
Name: Mark DiPaolo
|
||
Title: Senior Partner, General Counsel
|
By:
|
/s/ Mark DiPaolo
|
|
Name: Mark DiPaolo
|
||
Title: Authorized Person
|
By:
|
/s/ Mark DiPaolo
|
|
Name: Mark DiPaolo
|
||
Title: Senior Partner, General Counsel
|
By:
|
/s/ Mark DiPaolo
|
|
Name: Mark DiPaolo
|
||
Title: Authorized Person
|
/s/Alexander J. Denner, Ph.D.
|
|
Alexander J. Denner, Ph.D.
|
CUSIP No. 75915K200
|
Page 13 of 13 Pages
|
Name |
Position
|
Alexander J. Denner, Ph.D. |
Chief Investment Officer of Sarissa Capital Management LP
|
Mark DiPaolo |
Senior Partner and General Counsel of Sarissa Capital Management LP
|
Patrice Bonfiglio |
Chief Financial Officer and Chief Compliance Officer of Sarissa Capital Management LP
|