0001209191-20-061969.txt : 20201207 0001209191-20-061969.hdr.sgml : 20201207 20201207171136 ACCESSION NUMBER: 0001209191-20-061969 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201204 FILED AS OF DATE: 20201207 DATE AS OF CHANGE: 20201207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Makhzoumi Mohamad CENTRAL INDEX KEY: 0001630226 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35670 FILM NUMBER: 201373431 MAIL ADDRESS: STREET 1: 2855 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 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 doc4.xml FORM 4 SUBMISSION X0306 4 2020-12-04 0 0001505512 Regulus Therapeutics Inc. RGLS 0001630226 Makhzoumi Mohamad 2855 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 Common Stock 2020-12-04 4 P 0 4398602 0.622 A 6451056 I See Note 2 Common Stock Purchase Warrant (right to buy) 0.7464 2020-12-04 4 P 0 5239254 0.125 A 2020-12-04 2025-12-04 Common Stock 5239254 5239254 I See Note 2 Class A-3 Convertible Preferred Stock 2020-12-04 4 P 0 258707 6.22 A 2020-12-04 Common Stock 2587070 258707 I See Note 2 Acquired from the Issuer pursuant to a Securities Purchase Agreement dated December 1, 2020 with a closing date of December 4, 2020. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"). NEA 16 is the sole member of Growth Equity Opportunities Fund V, LLC ("GEO V"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by GEO V in which the Reporting Person has no pecuniary interest. Each share of Class A-3 Convertible Preferred Stock, par value $0.001 per share ("Class A-3 Preferred Stock"), of the Issuer is convertible at any time into a number of shares of common stock, par value $0.001 ("Common Stock"), of the Issuer at a rate of 10 shares of Common Stock for each share of Class A-3 Preferred Stock, for no additional consideration, in each case subject to customary adjustments under the certificate of designations for the Class A-3 Preferred Stock (the "Certificate of Designations"). Unless converted pursuant to its terms, the Class A-3 Preferred Stock does not expire. The Certificate of Designations prohibits conversion to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion. /s/ Sasha Keough, attorney-in-fact 2020-12-07