SEC Form 4
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
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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*
NEFF P SHERRILL

(Last) (First) (Middle)
CIRA CENTRE, 2929 ARCH STREET

(Street)
PHILADELPHIA PA 19104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Regado Biosciences Inc [ RGDO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 399,201 A (2) 435,129 I See Footnote 6(6)
Common Stock, par value $0.001 per share 08/27/2013 C 273,468 A (3) 708,597 I See Footnote 6(6)
Common Stock, par value $0.001 per share 08/27/2013 C 465,252 A (4) 1,173,849 I See Footnote 6(6)
Common Stock, par value $0.001 per share 08/27/2013 C 48,362 A (5) 1,222,211 I See Footnote 6(6)
Common Stock, par value $0.001 per share 08/27/2013 P 71,810 A $4 1,294,021 I See Footnote 6(6)
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 08/27/2013 A 17,964 (1) 08/27/2023 Common Stock, par value $0.001 per share 17,964 $0 17,964 D
Series B Preferred Stock (2) 08/27/2013 C 6,666,667 (2) (2) Common Stock, par value $0.001 per share 399,201(2) $0 0 I See Footnote 6(6)
Series C Preferred Stock (3) 08/27/2013 C 4,566,908 (3) (3) Common Stock, par value $0.001 per share 273,468(3) $0 0 I See Footnote 6(6)
Series D Preferred Stock (4) 08/27/2013 C 7,769,715 (4) (4) Common Stock, par value $0.001 per share 465,252(4) $0 0 I See Footnote 6(6)
Series E Preferred Stock (5) 08/27/2013 C 807,652 (5) (5) Common Stock, par value $0.001 per share 48,362(5) $0 0 I See Footnote 6(6)
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 B 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 B Preferred Stock to 0.05988024 shares of common stock, for no additional consideration.
3. The shares of Series C 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 C Preferred Stock to 0.05988024 shares of common stock, for no additional consideration.
4. The shares of Series D 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 D Preferred Stock to 0.05988024 shares of common stock, for no additional consideration.
5. 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.
6. The reportable securities are directly held by Quaker BioVentures, L.P. ("Quaker"). Quaker BioVentures Capital, L.P. ("Quaker Capital LP") is the general partner of the Quaker. Quaker BioVentures Capital, LLC ("Quaker Capital LLC") is the general partner of Quaker Capital LP and has voting and dispositive power over the shares held by Quaker. Voting and investment determinations made by Quaker Capital LLC with respect to the shares held by Quaker are made by an investment committee of Quaker Partners Management, L.P., which committee includes P. Sherrill Neff (the "Reporting Person"), a member of the board of the directors of the Company. The Reporting Person disclaims beneficial ownership of the securities held by Quaker, except to the extent of his pecuniary interest therein.
Remarks:
/s/ P. Sherrill Neff 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).
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