0001567619-19-011605.txt : 20190517 0001567619-19-011605.hdr.sgml : 20190517 20190517200442 ACCESSION NUMBER: 0001567619-19-011605 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190507 FILED AS OF DATE: 20190517 DATE AS OF CHANGE: 20190517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENNER ALEXANDER J CENTRAL INDEX KEY: 0001361754 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35670 FILM NUMBER: 19837378 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT LP STREET 2: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: Denner Alexander J DATE OF NAME CHANGE: 20060504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35670 FILM NUMBER: 19837379 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Catapult Fund LLC CENTRAL INDEX KEY: 0001716725 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35670 FILM NUMBER: 19837380 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Hawkeye Fund LP CENTRAL INDEX KEY: 0001777184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35670 FILM NUMBER: 19837381 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 302 2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35670 FILM NUMBER: 19837382 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 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 3 1 doc1.xml FORM 3 X0206 3 2019-05-07 0 0001505512 Regulus Therapeutics Inc. RGLS 0001361754 DENNER ALEXANDER J C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 0001577524 Sarissa Capital Management LP 660 STEAMBOAT ROAD 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001716725 Sarissa Capital Catapult Fund LLC C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001777184 Sarissa Capital Hawkeye Fund LP C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001577530 Sarissa Capital Offshore Master Fund LP C/O SARISSA CAPITAL MANAGEMENT 660 STEAMBOAT ROAD 3RD FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 1851851 I See Footnotes Warrants to Purchase Common Stock 1.08 2019-05-07 2024-05-07 Common Stock 1851851 I See Footnotes See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. SARISSA CAPITAL MANAGEMENT LP, By: /s/ Mark DiPaolo, Senior Partner, General Counsel 2019-05-17 SARISSA CAPITAL OFFSHORE MASTER FUND LP, By: /s/ Mark DiPaolo, Authorized Person 2019-05-17 SARISSA CAPITAL CATAPULT FUND LLC, By: /s/ Mark DiPaolo, Senior Partner, General Counsel 2019-05-17 SARISSA CAPITAL HAWKEYE FUND LP, By: /s/ Mark DiPaolo, Authorized Person 2019-05-17 /s/ Alexander J. Denner 2019-05-17 EX-99.1 2 l29542008a.htm EXPLANATION OF RESPONSES
Explanation of Responses

(1)
As reflected in the Schedule 13D filed by Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the “Reporting Persons”) with the U.S. Securities and Exchange Commission on May 17, 2019 (the “Schedule 13D”), in connection with an initial closing that occurred on May 7, 2019 pursuant to a securities purchase agreement, dated as of May 3, 2019 (the “Purchase Agreement” and, such closing, the “Initial Closing”), by and among Regulus Therapeutics Inc. (the “Issuer”), the Sarissa Funds and the other investors identified therein, the Sarissa Funds acquired shares of common stock of the Issuer (“Shares”) and warrants to purchase Shares of the Issuer (“Warrants”) as set forth in this Form 3.  As a result of the Initial Closing, (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership (“Sarissa Offshore”), directly beneficially owns 1,172,892 Shares, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company (“Sarissa Catapult”), directly beneficially owns 382,356 Shares and (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership (“Sarissa Hawkeye”), directly beneficially owns 296,603 Shares.  In the aggregate, Sarissa Offshore, Sarissa Catapult and Sarissa Hawkeye (collectively, the “Sarissa Funds”) directly beneficially own 1,851,851 Shares. The Schedule 13D filed by the Reporting Persons is incorporated by reference in this Form 3; any description herein of the Schedule 13D is qualified in its entirety by reference to the Schedule 13D so filed by the Reporting Persons.

(2)
Of these Warrants, (i) Sarissa Offshore directly beneficially owns Warrants to purchase 1,172,892 Shares, (ii) Sarissa Catapult directly beneficially owns Warrants to purchase 382,356 Shares and (iii) Sarissa Hawkeye directly beneficially owns Warrants to purchase 296,603 Shares.  In the aggregate, the Sarissa Funds directly beneficially own Warrants to purchase 1,851,851 Shares.

(3)
Sarissa Capital Management LP, a Delaware limited partnership (“Sarissa Capital”), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Shares and Warrants directly owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Shares and Warrants held by them.

(4)
Alexander J. Denner, Ph.D., a citizen of the United States of America (“Dr. Denner”), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore and Sarissa Hawkeye, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Shares directly owned by the Sarissa Funds by virtue of such positions.

(5)
Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult and Sarissa Hawkeye disclaims beneficial ownership of the Shares and Warrants except, in each case, to the extent of their pecuniary interest therein.