Sarissa Capital Offshore Master Fund Form 4 Regulus Therapeutics / ALEXANDER J DENNER ownership change

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^*

DENNER ALEXANDER J

(Last) (First) (Middle)

C/O SARISSA CAPITAL MANAGEMENT LP

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Regulus Therapeutics Inc. [ RGLS ]

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)
12/24/2019

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A-2 Convertible Preferred Stock	$0.666	12/24/2019	12/24/2019	P		423,162		(1)	(1)	Common Stock	4,231,620(1)	(1)	423,162	I	See Footnotes(1)(2)(3)
Warrants to Purchase Common Stock	$6.66	12/24/2019	12/24/2019	P		4,231,620		12/24/2019	12/24/2024	Common Stock	4,231,620	(1)	6,083,471	I	See Footnotes(1)(2)(3)

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 Offshore Master Fund LP

(Last) (First) (Middle)

C/O SARISSA CAPITAL MANAGEMENT

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)

Explanation of Responses:

1. See Exhibit 99.1.

2. See Exhibit 99.1.

3. See Exhibit 99.1.

Remarks:

Explanation of Responses - Exhibit 99.1

	SARISSA CAPITAL MANAGEMENT LP; By: /s/ Mark DiPaolo, Senior Partner, General Counsel	01/03/2020
	SARISSA CAPITAL OFFSHORE MASTER FUND LP; By: /s/ Mark DiPaolo, Authorized Person	01/03/2020
	SARISSA CAPITAL CATAPULT FUND LLC; By: /s/ Mark DiPaolo, Senior Partner, General Counsel	01/03/2020
	SARISSA CAPITAL HAWKEYE FUND LP; By: /s/ Mark DiPaolo, Authorized Person	01/03/2020
	/s/ Alexander Denner	01/03/2020
	** Signature of Reporting Person	Date
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