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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REGENERX BIOPHARMACEUTICALS INC [ RGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/08/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 10/08/2009 | P | 1,219,512(1)(2) | A | $0.82 | 8,175,110(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Common Stock Warrant (right to buy) | $1.12 | 10/08/2009 | J(4) | 1 | 04/15/2010 | 09/30/2014 | Common Stock | 609,756 | $0 | 1 | I(4) | Indirect(4) |
Explanation of Responses: |
1. These 1,219,512 shares (the ?Shares?) were acquired on October 8, 2009 pursuant to a purchase agreement dated as of September 30, 2009 with the Issuer that provides that the Issuer, rather than the Reporting Person, has all voting rights in respect of the Shares through September 30, 2012, and that the Reporting Person may not transfer the Shares through September 30, 2012 except for transfers to Affiliates (as defined therein). |
2. 1,052,631 of these shares were acquired on April 13, 2009 pursuant to a purchase agreement with the Issuer that provides that the Issuer, rather than the Reporting Person, has all voting rights in respect of the shares through April 30, 2012, and that the Reporting Person may not transfer the shares through April 30, 2012 except for transfers to Affiliates (as defined therein). 1,034,482 of these shares were acquired on December 10, 2008 pursuant to a purchase agreement with the Issuer that provides that the Issuer, rather than the Reporting Person, has all voting rights in respect of such shares through December 31, 2011, and that the Reporting Person may not transfer such shares through December 31, 2011 except for transfers to Affiliates (as defined therein). |
3. 2,500,000 of these shares were acquired on February 29, 2008 pursuant to a purchase agreement with the Issuer that provides that the Issuer shall have the right to repurchase the shares at any time until December 31, 2009, for $2.00 per share, or at any time between January 1, 2010 and December 31, 2010, for $2.50 per share. Furthermore, the purchase agreement provides that the Issuer, rather than the Reporting Person, has all voting rights in respect to the shares through December 31, 2010, and that the Reporting Person may not transfer the shares through December 31, 2010 except for transfers to Affiliates (as defined therein). |
4. This warrant was issued by the Issuer to the Reporting Person in consideration of the Reporting Person?s purchase of the Shares. This warrant and the shares issuable upon exercise of this warrant are subject to the same transfer and voting restrictions as are the Shares described in explanation (1) above. |
Remarks: |
/s/ Fabio Poma, Attorney-in-fact | 10/12/2009 | |
** 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 4 (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. |