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*
DENNER ALEXANDER J

(Last) (First) (Middle)
C/O SARISSA CAPITAL MANAGEMENT LP
660 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2019
3. Issuer Name and Ticker or Trading Symbol
Regulus Therapeutics Inc. [ RGLS ]
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)
Common Stock 1,851,851(1)(3)(4)(5) I See Footnotes(1)(3)(4)(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase Common Stock 05/07/2019 05/07/2024 Common Stock 1,851,851(2)(3)(4)(5) 1.08 I See Footnotes(2)(3)(4)(5)
1. Name and Address of Reporting Person*
DENNER ALEXANDER J

(Last) (First) (Middle)
C/O SARISSA CAPITAL MANAGEMENT LP
660 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sarissa Capital Management LP

(Last) (First) (Middle)
660 STEAMBOAT ROAD
3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sarissa Capital Catapult Fund LLC

(Last) (First) (Middle)
C/O SARISSA CAPITAL MANAGEMENT LP
660 STEAMBOAT ROAD, 3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sarissa Capital Hawkeye Fund LP

(Last) (First) (Middle)
C/O SARISSA CAPITAL MANAGEMENT LP
660 STEAMBOAT ROAD, 3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sarissa Capital Offshore Master Fund LP

(Last) (First) (Middle)
C/O SARISSA CAPITAL MANAGEMENT
660 STEAMBOAT ROAD 3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1.
2. See Exhibit 99.1.
3. See Exhibit 99.1.
4. See Exhibit 99.1.
5. See Exhibit 99.1.
SARISSA CAPITAL MANAGEMENT LP, By: /s/ Mark DiPaolo, Senior Partner, General Counsel 05/17/2019
SARISSA CAPITAL OFFSHORE MASTER FUND LP, By: /s/ Mark DiPaolo, Authorized Person 05/17/2019
SARISSA CAPITAL CATAPULT FUND LLC, By: /s/ Mark DiPaolo, Senior Partner, General Counsel 05/17/2019
SARISSA CAPITAL HAWKEYE FUND LP, By: /s/ Mark DiPaolo, Authorized Person 05/17/2019
/s/ Alexander J. Denner 05/17/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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