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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X
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*
BVF PARTNERS L P/IL

(Last) (First) (Middle)
C/O GROSVENOR CAPITAL MANAGEMENT
900 N. MICHIGAN AVENUE, SUITE 1100

(Street)
CHICAGO IL 60611

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
3. Date of Earliest Transaction (Month/Day/Year)
03/21/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $0.001 par value(1) 03/21/2014 J 915,345 D (5) 1,979,670(4) I(2) By Biotechnology Value Fund, L.P.
Common Stock, $0.001 par value(1) 03/21/2014 J 526,436 D (5) 1,121,221(4) I(3) By Biotechnology Value Fund II, L.P.
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
Preferred Stock, $0.001 per share(6) $5 03/21/2014 J 4,577 03/21/2014 (6) Common Stock, $0.001 par value 915,400(4) (5) 4,577 I(2) By Biotechnology Value Fund, L.P.
Preferred Stock, $0.001 per share(6) $5 03/21/2014 J 2,632 03/21/2014 (6) Common Stock, $0.001 par value 526,400(4) (5) 2,632 I(3) By Biotechnology Value Fund II, L.P.
1. Name and Address of Reporting Person*
BVF PARTNERS L P/IL

(Last) (First) (Middle)
C/O GROSVENOR CAPITAL MANAGEMENT
900 N. MICHIGAN AVENUE, SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
BIOTECHNOLOGY VALUE FUND L P

(Last) (First) (Middle)
900 N. MICHIGAN AVENUE, SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
BIOTECHNOLOGY VALUE FUND II LP

(Last) (First) (Middle)
C/O GROSVENOR CAPITAL MANAGEMENT
900 N. MICHIGAN AVENUE, SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
BVF INC/IL

(Last) (First) (Middle)
C/O GROSVENOR CAPITAL MANAGEMENT
900 N. MICHIGAN AVENUE, SUITE 1100

(Street)
CHICAGO IL 60611

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
LAMPERT MARK N

(Last) (First) (Middle)
ONE SANSOME STREET
31ST FLOOR

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
Explanation of Responses:
1. This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert. (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns less than 10% of the Issuer's outstanding shares of Common Stock and is no longer subject to Section 16 following the reporting of the transactions herein. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
2. Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
3. Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
4. Total beneficial ownership and number of shares underlying derivative securities are presented without regard to the Beneficial Ownership Conversion Limit (defined below). After giving effect to the Beneficial Ownership Conversion Limit, BVF and BVF2 would beneficially own a total of 2,330,393 shares of Common Stock, which, when aggregated with certain holdings of affiliated entities, equals 9.99% of the Common Stock, after giving effect to the partial conversion of the Preferred Stock reported in Table II to this report.
5. This Form 4 is filed in connection with the exchange by the Reporting Persons of a total of 2,000,000 shares of Common Stock for a total of 10,000 shares of Series F Convertible Preferred Stock (the "Preferred Stock"). Pursuant to the terms of the Preferred Stock, the Reporting Persons have the right to convert the Preferred Stock into 2,000,000 shares of Common Stock at a conversion price of $5.00 per share of underlying Common Stock, subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting the Issuer's Common Stock (as adjusted, the "Conversion Price"); provided, however, that the Preferred Stock cannot be converted by the exchanging stockholders if, after giving effect thereto, the exchanging stockholders would beneficially own more than 9.99% of the issued and outstanding Common Stock, calculated as provided in the certificate of designation establishing the Preferred Stock (the "Beneficial Ownership Conversion Limit").
6. Represents shares of Preferred Stock (defined above), with a stated value of $1,000 per share (the "Stated Value"). Shares of Preferred Stock are convertible into Common Stock at a ratio determined by dividing the Stated Value by the Conversion Price. The Preferred Stock has no expiration date. The holders of the Preferred Stock will not have the right to vote on any matter except to the extent required by Delaware law.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 03/25/2014
Biotechnology Value Fund, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 03/25/2014
Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 03/25/2014
BVF Inc., By: /s/ Mark N. Lampert, President 03/25/2014
/s/ Mark N. Lampert 03/25/2014
** 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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