SEC FORM 4

SEC Form 4

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^*

Sanofi

(Last)

(First)

(Middle)

54, RUE LA BOETIE

(Street)

PARIS

75008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGENERON PHARMACEUTICALS INC [ REGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/27/2015		P		500⁽¹⁾⁽²⁾	A	$530.708⁽¹⁾⁽³⁾	22,859,644	I	See note⁽⁴⁾
Common Stock	07/27/2015		P		674⁽¹⁾⁽²⁾	A	$532.3597⁽¹⁾⁽⁵⁾	22,860,318	I	See note⁽⁴⁾
Common Stock	07/27/2015		P		823⁽¹⁾⁽²⁾	A	$533.1927⁽¹⁾⁽⁶⁾	22,861,141	I	See note⁽⁴⁾
Common Stock	07/27/2015		P		700⁽¹⁾⁽²⁾	A	$534.3414⁽¹⁾⁽⁷⁾	22,861,841	I	See note⁽⁴⁾
Common Stock	07/27/2015		P		305⁽¹⁾⁽²⁾	A	$535.7123⁽¹⁾⁽⁸⁾	22,862,146	I	See note⁽⁴⁾
Common Stock	07/27/2015		P		1,633⁽¹⁾⁽²⁾	A	$537.101⁽¹⁾⁽⁹⁾	22,863,779	I	See note⁽⁴⁾
Common Stock	07/27/2015		P		948⁽¹⁾⁽²⁾	A	$537.8604⁽¹⁾⁽¹⁰⁾	22,864,727	I	See note⁽⁴⁾
Common Stock	07/27/2015		P		1,600⁽¹⁾⁽²⁾	A	$539.2194⁽¹⁾⁽¹¹⁾	22,866,327	I	See note⁽⁴⁾
Common Stock	07/27/2015		P		2,503⁽¹⁾⁽²⁾	A	$540.2032⁽¹⁾⁽¹²⁾	22,868,830	I	See note⁽⁴⁾
Common Stock	07/27/2015		P		700⁽¹⁾⁽²⁾	A	$541.1486⁽¹⁾⁽¹³⁾	22,869,530	I	See note⁽⁴⁾
Common Stock	07/27/2015		P		253⁽¹⁾⁽²⁾	A	$542.2822⁽¹⁾⁽¹⁴⁾	22,869,783	I	See note⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The number of securities reported represents an aggregate number of shares purchased in multiple market transactions over a range of purchase prices. The price reported represents the weighted average price per share. The Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares purchased by the Reporting Person at each separate price within the range.

2. Represents shares acquired directly by sanofi-aventis Amerique du Nord ("SAAN"). The shares were purchased pursuant to a plan intended to comply with Rule 10b5-1(c)(1)(i) under the Exchange Act, entered into with a broker on May 27, 2015.

3. Purchase prices range from $530.50 to $530.93 per share, inclusive.

4. Indirectly owned through (a) SAAN, a direct, wholly-owned subsidiary of Sanofi, and (b) Aventis Pharmaceuticals Inc. ("Aventis"), an indirect, wholly-owned subsidiary of SAAN. After giving effect to all acquisitions reported on this Form 4, the number of shares beneficially owned directly by SAAN and Aventis was 20,070,231 shares and 2,799,552 shares, respectively. Pursuant to the Amended and Restated Investor Agreement, dated as of January 11, 2014, by and among Sanofi, SAAN, sanofi-aventis US LLC, Aventis (collectively, the "Sanofi Parties") and the Issuer, the Sanofi Parties have agreed to vote their respective shares of the Issuer, subject to specified exceptions, in accordance with the recommendation of the Issuer's Board of Directors.

5. Purchase prices range from $531.91 to $532.75 per share, inclusive.

6. Purchase prices range from $532.91 to $533.76 per share, inclusive.

7. Purchase prices range from $534.07 to $534.82 per share, inclusive.

8. Purchase prices range from $535.46 to $536.25 per share, inclusive.

9. Purchase prices range from $536.51 to $537.46 per share, inclusive.

10. Purchase prices range from $537.58 to $538.37 per share, inclusive.

11. Purchase prices range from $538.75 to $539.70 per share, inclusive.

12. Purchase prices range from $539.80 to $540.75 per share, inclusive.

13. Purchase prices range from $540.84 to $541.75 per share, inclusive.

14. Purchase prices range from $541.99 to $542.46 per share, inclusive.

Remarks:

	/s/ John Felitti, Associate Vice President, Corporate Law, Financial & Securities Law	07/29/2015
	** 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).
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