SEC FORM 4

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^*

RMI Investments S.a.r.l.

(Last)

(First)

(Middle)

BUSINESS-CENTER 29/22

CAPITAL TOWER 1-ST BRESTSKAYA STREET

(Street)

MOSCOW

125047

(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	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)

	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	08/27/2013		C		1,369,988	A	⁽²⁾	1,369,988	D⁽¹⁾
Common Stock, par value $0.001 per share	08/27/2013		P		3,866,529	A	$4	5,236,517	D⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series E Preferred Stock	⁽²⁾	08/27/2013		C			22,878,805	⁽²⁾	⁽²⁾	Common Stock, par value $0.001 per share	1,369,988⁽²⁾	$0.00	0	D⁽¹⁾

1. Name and Address of Reporting Person^*

RMI Investments S.a.r.l.

(Last)

(First)

(Middle)

BUSINESS-CENTER 29/22

CAPITAL TOWER 1-ST BRESTSKAYA STREET

(Street)

MOSCOW

125047

(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^*

RusnanoMedInvest LLC

(Last)

(First)

(Middle)

BUSINESS-CENTER 29/22

CAPITAL TOWER 1-ST BRESTSKAYA STREET

(Street)

MOSCOW

125047

(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 reportable securities are directly held by the Reporting Person. The Reporting Person is a wholly-owned subsidiary of RusnanoMedInvest LLC ("RMI LLC"). RMI LLC has voting and dispositive power over the shares held by the Reporting Person.

2. The shares of Series E 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 E Preferred Stock to 0.05988024 shares of common stock, for no additional consideration.

	RMI Investments S.a.r.l. By: /s/ Christopher Courts, Attorney-in-Fact	08/29/2013
	RusnanoMedInvest LLC By: /s/ 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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