SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ___________)*

 

Regulus Therapeutics Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

75915K101

(CUSIP Number)

 

January 28, 2016

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 11

 

Exhibit Index on Page 10

 

 

 

 

CUSIP # 75915K101 Page 2 of 11

 

1 NAME OF REPORTING PERSONS          Foresite Capital Fund II, L.P. (“FCF II”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨     (b)     x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

1,859,717 shares, except that Foresite Capital Management II, LLC (“FCM II”), the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,859,717 shares, except that FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,859,717
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES          ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.6%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP # 75915K101 Page 3 of 11

 

1 NAME OF REPORTING PERSONS          Foresite Capital Management II, LLC (“FCM II”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨     (b)     x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

1,859,717 SHARES, all of which are directly owned by Foresite Capital Fund II, L.P. (“FCF II”). FCM II, the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,859,717 shares, all of which are directly owned by FCF II. FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,859,717
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES          ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.6%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP # 75915K101 Page 4 of 11

 

1 NAME OF REPORTING PERSONS          Foresite Capital Fund III, L.P. (“FCF III”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨     (b)     x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

789,091 shares, except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

789,091 shares, except that FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 789,091
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES          ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP # 75915K101 Page 5 of 11

 

1 NAME OF REPORTING PERSONS          Foresite Capital Management III, LLC (“FCM III”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨     (b)     x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

789,091 shares, all of which are directly owned by Foresite Capital Fund III, L.P. (“FCF III”). FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

789,091 shares, all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 789,091
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES          ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP # 75915K101 Page 6 of 11

 

1 NAME OF REPORTING PERSONS          James Tananbaum (“Tananbaum”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨     (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

2,648,808 shares, of which 1,859,717 shares are directly owned by Foresite Capital Fund II, L.P. (“FCF II”), and 789,091 shares are directly owned by Foresite Capital Fund III, L.P. (“FCF III”). Tananbaum is the managing member of each of Foresite Capital Management II, LLC (“FCM II”), which is the general partner of FCF II, and Foresite Capital Management III, LLC (“FCM III”), which is the general partner of FCF III. Tananbaum may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

2,648,808 shares, of which 1,859,717 shares are directly owned by FCF II, and 789,091 shares are directly owned by FCF III. Tananbaum is the managing member of each FCM II, which is the general partner of FCF II, and FCM III, which is the general partner of FCF III. Tananbaum may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,648,808
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES          ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP # 75915K101 Page 7 of 11

 

ITEM 1(A). NAME OF ISSUER
   
  Regulus Therapeutics Inc. (the “Issuer”)
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  3545 John Hopkins Ct., Suite 210
  San Diego, CA 92121
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Schedule is filed by Foresite Capital Fund II, L.P., a Delaware limited partnership, Foresite Capital Management II, LLC, a Delaware limited liability company, Foresite Capital Fund III, L.P., a Delaware limited partnership, Foresite Capital Management III, LLC, a Delaware limited liability company and James Tananbaum.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
   
  The address for each of the Reporting Persons is:
   
  c/o Foresite Capital Management
  101 California Street, Suite 4100
  San Francisco, CA 94111
   
ITEM 2(C). CITIZENSHIP
   
  See Row 4 of cover page for each Reporting Person.
   
ITEM 2(D). TITLE OF CLASS OF SECURITIES
   
  Common Stock
   
ITEM 2(D) CUSIP NUMBER
   
  75915K101
   
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
Not applicable.
   
ITEM 4. OWNERSHIP
   
  The following information with respect to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of February 4, 2016:

 

    (a) Amount beneficially owned:
       
      See Row 9 of cover page for each Reporting Person.
       
    (b) Percent of Class:
       
      See Row 11 of cover page for each Reporting Person.

 

 

 

 

CUSIP # 75915K101 Page 8 of 11

 

  (c) Number of shares as to which such person has:
         
      (i) Sole power to vote or to direct the vote:
         
        See Row 5 of cover page for each Reporting Person.
         
      (ii) Shared power to vote or to direct the vote:
         
        See Row 6 of cover page for each Reporting Person.
         
      (iii) Sole power to dispose or to direct the disposition of:
         
        See Row 7 of cover page for each Reporting Person.
         
      (iv) Shared power to dispose or to direct the disposition of:
         
        See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Under certain circumstances set forth in the limited partnership agreements of FCF II and FCF III and the limited liability company agreements of FCM II and FCM III the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable
   
ITEM 10. CERTIFICATION.
   
  By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

 

 

CUSIP # 75915K101 Page 9 of 11

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  February 5, 2016    
     
  FORESITE CAPITAL FUND II, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT II, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL MANAGEMENT II, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL FUND III, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT III, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL MANAGEMENT III, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  JAMES TANANBAUM
     
  By: /s/ James Tananbaum
  Name: James Tananbaum

 

 

 

 

CUSIP # 75915K101 Page 10 of 11

 

EXHIBIT INDEX

 

    Found on Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   11

 

 

 

 

CUSIP # 75915K101 Page 11 of 11

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date:  February 5, 2016    
     
  FORESITE CAPITAL FUND II, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT II, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL MANAGEMENT II, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL FUND III, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT III, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  FORESITE CAPITAL MANAGEMENT III, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
  JAMES TANANBAUM
     
  By: /s/ James Tananbaum
  Name: James Tananbaum