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* Sinaf S.A. (Last) (First) (Middle) 11-13, BOULEVARD DE LA FOIRE (Street) LUXEMBOURG N4 L-1528 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/29/2010	3. Issuer Name and Ticker or Trading Symbol REGENERX BIOPHARMACEUTICALS INC [ RGN ]
		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)
Common Stock	8,415,110(1)(2)(3)(4)	D(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
Common Stock Warrant (right to buy)	09/16/2006	03/16/2011	Common Stock	22,601	$4.06	D(5)
Common Stock Warrant (right to buy)	12/21/2006	12/21/2011	Common Stock	333,333	$2.75	D(5)
Common Stock Warrant (right to buy)	02/29/2008	12/31/2010	Common Stock	500,000	$1.6	D(5)
Common Stock Warrant (right to buy)	12/10/2008	12/31/2011	Common Stock	372,552	$1.74	D(5)
Common Stock Warrant (right to buy)	04/13/2009	04/30/2012	Common Stock	263,158	$0.91	D(5)
Common Stock Warrant (right to buy)	04/15/2010	09/30/2014	Common Stock	609,756	$1.12	D(5)
Common Stock Warrant (right to buy)	05/21/2010	05/21/2015	Common Stock	96,000	$0.56	D(5)

Explanation of Responses:

1. 1,219,512 of these shares were acquired by Chaumiere Consultadoria e Servicos SDC Unipessoal LDA ("Chaumiere"), which was a direct wholly-owned subsidiary of the Reporting Person, 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 holder, has all voting rights in respect of the shares through September 30, 2012, and that the holder 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 by Chaumiere on April 13, 2009 pursuant to a purchase agreement with the Issuer that provides that the Issuer, rather than the holder, has all voting rights in respect of the shares through April 30, 2012, and that the holder 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 by Chaumiere on December 10, 2008 pursuant to a purchase agreement with the Issuer that provides that the Issuer, rather than the holder, has all voting rights in respect of such shares through December 31, 2011, and that the holder 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 by Chaumiere on February 29, 2008 pursuant to a purchase agreement with the Issuer that provides that the Issuer has the right to repurchase the shares at any time until December 31, 2010, for $2.50 per share. Furthermore, the purchase agreement provides that the Issuer, rather than the holder, has all voting rights in respect of the shares through December 31, 2010, and that the holder may not transfer such shares through December 31, 2010 except for transfers to Affiliates (as defined therein).

4. 923,077 of these shares were acquired on June 22, 2005 pursuant to a purchase agreement with the Issuer that provides the holder could not dispose of the shares for a five-year period (the "Holding Period"), that the Issuer, rather than the holder, had all voting rights in respect of the shares during the Holding Period, and that the Issuer shall have the right to repurchase the shares within 30 days of the expiration of the Holding Period at a price of $5.00 per share, provided that the Issuer may only repurchase an amount of shares that would leave the holder, when combined with all of its affiliates, with no less than 30.1% of the Issuer's shares of Common Stock.

5. All of the Common Stock, except for 240,000 shares, and the Warrants, except for the Warrants to purchase 96,000 shares of Common Stock, were directly owned by Chaumiere. On June 29, 2010, Chaumiere merged with and into the Reporting Person and the Reporting Person became the direct beneficial owner of the Common Stock and the Warrants. The Reporting Person is a direct wholly-owned subsidiary of Aptafin S.p.A..

Remarks:

	/s/ Nicola Wullschleger, Attorney-in-fact	07/09/2010
	** 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).
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