-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G+MtZ/8uW9zG/CR47yKUrwCYa2FAhb9sQqpk7vWzqc1ZCx5k+eO8gbucpDL+Rruk sdMOggoam7xhAmiCd1kCzQ== 0000950123-04-002024.txt : 20040218 0000950123-04-002024.hdr.sgml : 20040218 20040218161737 ACCESSION NUMBER: 0000950123-04-002024 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGENERON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000872589 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133444607 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41938 FILM NUMBER: 04613472 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER RD CITY: TARRYTOWN STATE: NY ZIP: 10591-6707 BUSINESS PHONE: 9143477000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHLEIFER LEONARD S CENTRAL INDEX KEY: 0001218629 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O REGENERON PHARMACEUTICALS INC STREET 2: 777 OLD SAW MILL RIVER RD CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9143457400 SC 13G/A 1 y94386sc13gza.txt AMENDMENT NO. 3 TO SCHEDULE 13 G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (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 RULE 13d-2(b) (Amendment No. 3) REGENERON PHARMACEUTICALS, INC ---------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value ---------------------------------------------------------------------------- (Title of Class of Securities) 75886F 10 7 ---------------------------------------------------------------------------- (CUSIP Number) December 31, 2003 ---------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Rule 13d-1(b) x Rule 13d-1(c) o 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). 1 of 5 CUSIP No. 75886F 10 7 13G/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Leonard S. Schleifer, M.D., Ph.D. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 2,616,950 OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 2,616,950 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,616,950 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13G/A -------------- CUSIP No. 75886F 10 7 Item 1. (a) Name of Issuer Regeneron Pharmaceuticals, Inc. Item 1. (b) Address of Issuer's Principal Executive Offices 777 Old Saw Mill River Road Tarrytown, New York 10591 Item 2. (a) Name of Person Filing Leonard S. Schleifer, M.D., Ph.D. 2 of 5 Item 2. (b) Address of Principal Business Office or, if none, residence 777 Old Saw Mill River Road Tarrytown, New York 10591 Item 2. (c) Citizenship United States of America Item 2. (d) Title of Class of Securities Common Stock, par value $.001 per share Item 2. (e) CUSIP Number 75886F 10 7 Item 3. Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned Regeneron Pharmaceuticals, Inc. (the "Issuer") has two classes of outstanding capital stock, Common Stock, par value $.001 per share (the "Common Stock"), holders of which are entitled to one vote per share, and Class A Stock, par value $.001 per share ("Class A Stock"), holders of which are entitled to ten votes per share. The Class A Stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934. Each share of Class A Stock may be converted at the option of the holder at any time into one fully paid and non-assessable share of Common Stock. In addition, pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class A Stock will be automatically converted into one fully paid and non-assessable share of Common Stock upon the transfer of Class A Stock whether by sale, exchange, gift, operation of law, pledge, or otherwise, or upon any transfer of the power to vote such shares by proxy, to a person who is not a "Permitted Transferee" (as such term is defined in the Issuer's Certificate of Incorporation). The Reporting Person is the beneficial owner of 1,710,790 shares of Class A Stock and 111,290 shares of Common Stock. In addition, the Reporting Person is the beneficial owner of 794,870 stock options which have vested (or will vest in the next sixty days) and were granted under the Issuer's Long-Term Incentive Plans. Each Stock Option entitles the Reporting Person to purchase one share of Common Stock at an exercise price determined in accordance with the Issuer's Long-Term Incentive Plans. Harriet Schleifer, the wife of the Reporting Person, is the record owner, as custodian for their children, Adam and David Schleifer, of 58,550 shares of Class A Stock and 1,800 shares of Common Stock. The Reporting Person disclaims beneficial ownership of such shares. (b) Percent of Class 4.7%
(c) Number of Shares as to which person has (i) Sole power to vote or to direct the vote 2,616,950 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition 2,616,950 (iv) Shared power to dispose or to direct the disposition 0
3 of 5 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable 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 and 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. 4 of 5 SIGNATURE --------- 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 18, 2004 By: /s/ Leonard Schleifer ---------------------- Leonard S. Schleifer, M.D., Ph.D. 5 of 5 End of Filing -----END PRIVACY-ENHANCED MESSAGE-----