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*
ISIS PHARMACEUTICALS INC

(Last) (First) (Middle)
2855 GAZELLE COURT

(Street)
CARLSBAD CA 92010

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2012
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)
X Form filed by One Reporting Person
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 6,299,500 (1) D(2)
Explanation of Responses:
1. The Series A Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will convert upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 2 shares of Series A Preferred Stock, for no additional consideration.
2. Stanley T. Crooke, M.D., Ph.D. and B. Lynne Parshall are each officers and directors of the Reporting Person and therefore may be deemed to have control and indirect beneficial ownership of shares held by the Reporting Person. Dr. Crooke and Ms. Parshall disclaim beneficial ownership over the shares held by the Reporting Person, except to the extent of their respective proportionate pecuniary interests therein.
/s/ B. Lynne Parshall, Chief Operating Officer & Chief Financial Officer of the Reporting Person 10/04/2012
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                                POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Garry E. Menzel and Christopher Aker of Regulus Therapeutics
Inc. (the "Company"), signing individually, the undersigned's true and lawful
attorney-in fact and agent to:

            (1) execute for and on behalf of the undersigned, an officer,
       director or holder of 10% of more of a registered class of securities of
       the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the
       Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
       rules thereunder;

            (2) do and perform any and all acts for and on behalf of the
       undersigned that may be necessary or desirable to complete and execute
       such Form 3, 4 or 5, complete and execute any amendment or amendments
       thereto, and timely file such forms or amendments with the United States
       Securities and Exchange Commission and any stock exchange or similar
       authority; and

            (3) take any other action of any nature whatsoever in connection
       with the foregoing which, in the opinion of such attorney-in-fact, may be
       of benefit, in the best interest of, or legally required by, the
       undersigned, it being understood that the documents executed by such
       attorney-in-fact on behalf of the undersigned pursuant to this Power of
       Attorney shall be in such form and shall contain such terms and
       conditions as such attorney-in-fact may approve in such
       attorney-in-fact's discretion.

       The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

       This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact or (c) until such
attorney-in-fact shall no longer be employed by the Company.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 4th day of October, 2012.

                                        ISIS PHARMACEUTICALS, INC.

                                        By:  /s/ B. Lynne Parshall
                                             -----------------------------------
                                        Name:  B. Lynne Parshall
                                               ---------------------------------
                                        Title: Chief Operating Officer & Chief
                                               ---------------------------------
                                               Financial Officer
                                               ---------------------------------