SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BIODISCOVERY 3, FCPR

(Last)

(First)

(Middle)

47 RUE DU FAUBOURG SAINT HONORE

(Street)

PARIS

75401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2013

3. Issuer Name and Ticker or Trading Symbol
Regado Biosciences Inc [ RGDO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Preferred Stock	12/17/2009	⁽¹⁾	Common Stock, par value $0.001 per share	873,253	⁽¹⁾	D⁽²⁾
Series D Preferred Stock	05/25/2011	⁽¹⁾	Common Stock, par value $0.001 per share	148,677	⁽¹⁾	D⁽²⁾
Series E Preferred Stock	12/18/2012	⁽³⁾	Common Stock, par value $0.001 per share	146,060	⁽³⁾	D⁽²⁾
Series E Preferred Stock	03/22/2013	⁽³⁾	Common Stock, par value $0.001 per share	23,573	⁽³⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

BIODISCOVERY 3, FCPR

(Last)

(First)

(Middle)

47 RUE DU FAUBOURG SAINT HONORE

(Street)

PARIS

75401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Edmond De Rothschild Investment Partners

(Last)

(First)

(Middle)

47 RUE DU FAUBOURG SAINT HONORE

(Street)

PARIS

75008

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares of Series D Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer'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.

2. The reportable securities are directly held by BioDiscovery 3, FCPR ("BioDiscovery"). Edmond de Rothschild Investment Partners, S.A.S. ("Edmond de Rothschild"), as the management company for BioDiscovery indirectly beneficially owns the reportable securities. Raphael Wisniewski is a partner at Edmond de Rothschild and a member of the board of directors of the Issuer. Edmond de Rothschild and Mr. Wisniewski disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein, and this report is not an admission that either Edmond de Rothschild or Mr. Wisniewski is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. The shares of Series E Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer'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.

Remarks:

	Edmond de Rothschild Investment Partners, S.A.S. By: /s/ Pierre-Michel Passy, its President	08/21/2013
	BioDiscovery 3, FCPR, By: Edmond de Rothschild Investment Partners, S.A.S., its management company, /s/ Pierre-Michel Passy, its President	08/21/2013
	** 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 5 (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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