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Sarissa Capital Offshore Master Fund LP

Disclosed activity across 3 companies

Tapewire entity
142710
SEC CIK
0001577530

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Regulus Therapeutics Inc.RGLS · Entity 7803410% ownerApril 01, 2020May 08, 2020
SEELOS THERAPEUTICS, INC.APRI · Entity 9366210% ownerMarch 21, 2018March 23, 2018

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Regulus Therapeutics Inc.

Report date April 01, 2020 · Filed May 08, 2020

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A-2 Convertible Preferred StockSEC Table II · derivative / convertible securityDirect262,704 Reported balance After 2020-04-01 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2020-04-01 · Other · Disposed 5,311 · Balance 262,704

F2: See Exhibit 99.1.

F1: See Exhibit 99.1.

F3: See Exhibit 99.1.

Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $1.08 · Expires 2024-05-07Direct1,149,649 Reported balance After 2020-04-01 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2020-04-01 · Other · Disposed 23,243 · Balance 1,149,649

F1: See Exhibit 99.1.

F2: See Exhibit 99.1.

F3: See Exhibit 99.1.

Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.67 · Expires 2024-12-24Direct2,627,037 Reported balance After 2020-04-01 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2020-04-01 · Other · Disposed 53,113 · Balance 2,627,037

F1: See Exhibit 99.1.

F2: See Exhibit 99.1.

F3: See Exhibit 99.1.

Filing footnotes · ownership attribution and instrument terms

F1: See Exhibit 99.1.

F2: See Exhibit 99.1.

F3: See Exhibit 99.1.

SEELOS THERAPEUTICS, INC.

Report date March 21, 2018 · Filed March 23, 2018

Jointly reported with DENNER ALEXANDER J, Sarissa Capital Management LP

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.71 · Expires 2023-01-12IndirectSee Footnote0 Reported balance After 2018-03-21 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2018-03-21 · Other · Disposed 653,409 · Balance 0

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.71 · Expires 2023-01-12IndirectSee Footnote653,409 Reported balance After 2018-03-21 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2018-03-21 · Other · Acquired 653,409 · Balance 653,409

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

Filing footnotes · ownership attribution and instrument terms

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Section 16 reporting ended · disclosed 2021-02-12. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Ordinary SharesSEC Table I · non-derivativeIndirectSee footnotes20,616,949 Reported balance After 2021-02-11 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2021-02-11 · Conversion · Acquired 20,619,949 · Balance 20,616,949

F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F3: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.

F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

Ordinary SharesSEC Table I · non-derivativeIndirectSee footnotes10,619,949 Reported balance After 2021-02-11 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2021-02-11 · Sale · Disposed 10,000,000 · Balance 10,619,949

F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F3: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.

F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

Ordinary SharesSEC Table I · non-derivativeIndirectSee footnotes0 Reported balance After 2021-02-12 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2021-02-12 · Sale · Disposed 10,619,949 · Balance 0

F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F4: On February 12, 2021, the Reporting Persons sold, in the aggregate 10,619,949 Ordinary Shares at a volume weighted average price of $2.27 per share. These shares were sold in multiple open market transactions at prices ranging from $2.24 to $2.27. Of the aggregate amount of Ordinary Shares sold on February 12, 2021 by the Reporting Persons (i) Sarissa Offshore sold 6,245,491 Ordinary Shares, (ii) Sarissa Catapult sold 2,434,767 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,813,213 Ordinary Shares and (iv) Sarissa Master II sold 126,478 Ordinary Shares.

F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

6.500% Exchangeable Senior Subordinated Note due 2025SEC Table II · derivative / convertible security · Expires 2025-01-31IndirectSee Footnotes0 Reported balance After 2021-02-11 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2021-02-11 · Conversion · Disposed 15,000,000 · Balance 0

F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F3: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.

F4: On February 12, 2021, the Reporting Persons sold, in the aggregate 10,619,949 Ordinary Shares at a volume weighted average price of $2.27 per share. These shares were sold in multiple open market transactions at prices ranging from $2.24 to $2.27. Of the aggregate amount of Ordinary Shares sold on February 12, 2021 by the Reporting Persons (i) Sarissa Offshore sold 6,245,491 Ordinary Shares, (ii) Sarissa Catapult sold 2,434,767 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,813,213 Ordinary Shares and (iv) Sarissa Master II sold 126,478 Ordinary Shares.

F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
February 12, 2021 Filed Feb 12, 2021 20:22 UTC Iterum Therapeutics plc ITRM · Entity 72802 SaleOrdinary Shares 10,619,949 $2.27 $24,107,284.23
Disclosure

SEC source: 0000899243-21-006406 · doc4.xml · nonDerivative · entry 3

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner

Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner

Sarissa Capital Master Fund II LP · CIK 0001811636 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · ownership.nature: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2 · ownership.nature: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F4 · ownership.nature: On February 12, 2021, the Reporting Persons sold, in the aggregate 10,619,949 Ordinary Shares at a volume weighted average price of $2.27 per share. These shares were sold in multiple open market transactions at prices ranging from $2.24 to $2.27. Of the aggregate amount of Ordinary Shares sold on February 12, 2021 by the Reporting Persons (i) Sarissa Offshore sold 6,245,491 Ordinary Shares, (ii) Sarissa Catapult sold 2,434,767 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,813,213 Ordinary Shares and (iv) Sarissa Master II sold 126,478 Ordinary Shares.

F5 · ownership.nature: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6 · ownership.nature: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7 · ownership.nature: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

Read SEC document
February 11, 2021 Filed Feb 12, 2021 20:22 UTC Iterum Therapeutics plc ITRM · Entity 72802 Conversion6.500% Exchangeable Senior Subordinated Note due 2025 · Derivative 15,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-006406 · doc4.xml · derivative · entry 4

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner

Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner

Sarissa Capital Master Fund II LP · CIK 0001811636 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Ordinary Shares · 20,619,949 shares

Expires 2025-01-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F1 · price: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2 · price: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F1 · ownership.nature: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2 · ownership.nature: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F5 · ownership.nature: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6 · ownership.nature: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7 · ownership.nature: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

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February 11, 2021 Filed Feb 12, 2021 20:22 UTC Iterum Therapeutics plc ITRM · Entity 72802 SaleOrdinary Shares 10,000,000 $2.59 $25,900,000.00
Disclosure

SEC source: 0000899243-21-006406 · doc4.xml · nonDerivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner

Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner

Sarissa Capital Master Fund II LP · CIK 0001811636 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,619,949

F1 · ownership.nature: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2 · ownership.nature: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F3 · ownership.nature: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.

F5 · ownership.nature: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6 · ownership.nature: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7 · ownership.nature: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

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February 11, 2021 Filed Feb 12, 2021 20:22 UTC Iterum Therapeutics plc ITRM · Entity 72802 ConversionOrdinary Shares 20,619,949 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-006406 · doc4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner

Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner

Sarissa Capital Master Fund II LP · CIK 0001811636 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 20,616,949

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2 · price: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F1 · ownership.nature: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2 · ownership.nature: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F3 · ownership.nature: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.

F6 · ownership.nature: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7 · ownership.nature: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

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April 01, 2020 Filed May 8, 2020 20:03 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 OtherWarrants to Purchase Common Stock · Derivative 53,113 Not disclosed Strike: $0.67 Not disclosed
Disclosure

SEC source: 0001567619-20-009390 · doc1.xml · derivative · entry 3

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,627,037

Underlying: Common Stock · 53,113 shares

Expires 2024-12-24

F1 · price: See Exhibit 99.1.

F1 · ownership.direct: See Exhibit 99.1.

F2 · ownership.direct: See Exhibit 99.1.

F3 · ownership.direct: See Exhibit 99.1.

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April 01, 2020 Filed May 8, 2020 20:03 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 OtherWarrants to Purchase Common Stock · Derivative 23,243 Not disclosed Strike: $1.08 Not disclosed
Disclosure

SEC source: 0001567619-20-009390 · doc1.xml · derivative · entry 2

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,149,649

Underlying: Common Stock · 23,243 shares

Expires 2024-05-07

F1 · price: See Exhibit 99.1.

F1 · ownership.direct: See Exhibit 99.1.

F2 · ownership.direct: See Exhibit 99.1.

F3 · ownership.direct: See Exhibit 99.1.

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April 01, 2020 Filed May 8, 2020 20:03 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 OtherClass A-2 Convertible Preferred Stock · Derivative 5,311 Not disclosed Not disclosed
Disclosure

SEC source: 0001567619-20-009390 · doc1.xml · derivative · entry 1

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 262,704

Underlying: Common Stock · 53,110 shares

Expires not disclosed

F2 · derivative.exercise_price: See Exhibit 99.1.

F1 · price: See Exhibit 99.1.

F2 · derivative.exercise_date: See Exhibit 99.1.

F2 · derivative.expiration_date: See Exhibit 99.1.

F1 · ownership.direct: See Exhibit 99.1.

F2 · ownership.direct: See Exhibit 99.1.

F3 · ownership.direct: See Exhibit 99.1.

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December 24, 2019 Filed Jan 4, 2020 02:53 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 PurchaseWarrants to Purchase Common Stock · Derivative 4,231,620 Not disclosed Strike: $6.66 Not disclosed
Disclosure

SEC source: 0001567619-20-000438 · doc1.xml · derivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner

Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 6,083,471

Underlying: Common Stock · 4,231,620 shares

Expires 2024-12-24

F1 · price: See Exhibit 99.1.

F1 · ownership.nature: See Exhibit 99.1.

F2 · ownership.nature: See Exhibit 99.1.

F3 · ownership.nature: See Exhibit 99.1.

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December 24, 2019 Filed Jan 4, 2020 02:53 UTC Regulus Therapeutics Inc. RGLS · Entity 78034 PurchaseClass A-2 Convertible Preferred Stock · Derivative 423,162 Not disclosed Strike: $0.67 Not disclosed
Disclosure

SEC source: 0001567619-20-000438 · doc1.xml · derivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner

Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 423,162

Underlying: Common Stock · 4,231,620 shares

Expires not disclosed

F1 · price: See Exhibit 99.1.

F1 · derivative.exercise_date: See Exhibit 99.1.

F1 · derivative.expiration_date: See Exhibit 99.1.

F1 · derivative.underlying_shares: See Exhibit 99.1.

F1 · ownership.nature: See Exhibit 99.1.

F2 · ownership.nature: See Exhibit 99.1.

F3 · ownership.nature: See Exhibit 99.1.

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March 21, 2018 Filed Mar 23, 2018 17:52 UTC SEELOS THERAPEUTICS, INC. APRI · Entity 93662 OtherWarrants to Purchase Common Stock · Derivative 653,409 Not disclosed Strike: $0.71 Not disclosed
Disclosure

SEC source: 0001140361-18-014847 · doc1.xml · derivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 653,409

Underlying: Common Stock · 653,409 shares

Expires 2023-01-12

F1 · kind: See Exhibit 99.1; Note 1.

F2 · price: See Exhibit 99.1; Note 2.

F3 · ownership.nature: See Exhibit 99.1; Note 3.

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March 21, 2018 Filed Mar 23, 2018 17:52 UTC SEELOS THERAPEUTICS, INC. APRI · Entity 93662 OtherWarrants to Purchase Common Stock · Derivative 653,409 Not disclosed Strike: $0.71 Not disclosed
Disclosure

SEC source: 0001140361-18-014847 · doc1.xml · derivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 653,409 shares

Expires 2023-01-12

F1 · kind: See Exhibit 99.1; Note 1.

F2 · price: See Exhibit 99.1; Note 2.

F3 · ownership.nature: See Exhibit 99.1; Note 3.

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August 31, 2017 Filed Sep 1, 2017 16:26 UTC SEELOS THERAPEUTICS, INC. APRI · Entity 93662 PurchaseWarrants to purchase Common Stock · Derivative 2,835 Not disclosed Strike: $8.80 Not disclosed
Disclosure

SEC source: 0001140361-17-034162 · doc1.xml · derivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Domestic Fund LP · CIK 0001575277 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 672,453

Underlying: Common Stock · 2,835 shares

Expires 2023-03-03

F3 · price: The shares of common stock and warrant reported herein were acquired at the per share price referred to above.

F1 · ownership.nature: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock and warrants to purchase common stock of Apricus Biosciences, Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F2 · ownership.nature: All shares and warrants reported herein as of August 31, 2017 are beneficially owned by Sarissa Offshore. Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares and warrants that Sarissa Offshore directly beneficially owns. Sarissa Capital and Dr. Denner disclaim beneficial ownership of these shares and warrants except to the extent of any pecuniary interest therein.

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August 31, 2017 Filed Sep 1, 2017 16:26 UTC SEELOS THERAPEUTICS, INC. APRI · Entity 93662 PurchaseCommon Stock 6,104 $1.63 $9,949.52
Disclosure

SEC source: 0001140361-17-034162 · doc1.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Domestic Fund LP · CIK 0001575277 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,447,906

F1 · shares: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock and warrants to purchase common stock of Apricus Biosciences, Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F1 · ownership.nature: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock and warrants to purchase common stock of Apricus Biosciences, Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F2 · ownership.nature: All shares and warrants reported herein as of August 31, 2017 are beneficially owned by Sarissa Offshore. Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares and warrants that Sarissa Offshore directly beneficially owns. Sarissa Capital and Dr. Denner disclaim beneficial ownership of these shares and warrants except to the extent of any pecuniary interest therein.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.