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Filing Details

Accession Number:: 0001140361-10-023038
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-05-25 13:00:00
Reporting Period:: 2010-05-21

Filing Date:: 2010-05-25
Accepted Time:: 2010-05-25 16:37:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
707511	Regenerx Biopharmaceuticals Inc	RGN	Pharmaceutical Preparations (2834)	521253406

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1163608	Paolo Cavazza	Via Tesserete 10 Lugano V8 0000		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-05-21	240,000	$0.00	240,000	No	4	P	Indirect	Indirect

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Indirect

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Stock Warrants (right to buy)	Acquisiton	2010-05-21	96,000	$0.00	96,000	$0.56

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
96,000	2010-05-21	2015-05-21	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	8,175,110	Indirect	Indirect
Common Stock	12,011,185	Indirect	Indirect
Common Stock	984,615	Indirect	Indirect

Footnotes

These securities were purchased as part of Units purchased by the reporting person directly from the underwriters in the Issuer's public offering that closed on May 21, 2010 for $0.41 per Unit. Each Unit consisted of one share of Common Stock and 0.4 Warrants to purchase Common Stock. The Units separated immediately.
Securities directly owned by Sinaf SA ("Sinaf") which is a direct wholly-owned subsidiary of Aptafin S.p.A. ("Aptafin"). Aptafin is owned by Paolo Cavazza and members of his family.
1,219,512 of these 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 Chaumiere Consultadoria e Servicos SDC Unipessoal L.d.a. ("Chaumiere"), has all voting rights in respect of the shares through September 30, 2012, and that Chaumiere may not transfer the shares through September 30, 2012 except for transfers to Affiliates (as defined therein). 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 Chaumiere, has all voting rights in respect of the shares through April 30, 2012, and that Chaumiere 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 Chaumiere, has all voting
rights in respect of such shares through December 31, 2011, and that Chaumiere may not transfer such shares through December 31, 2011 except for transfers to Affiliates (as defined therein). 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 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 Chaumiere, has all voting rights in respect of the shares through December 31, 2010, and that Chaumiere may not transfer such shares through December 31, 2010 except for transfers to Affiliates (as defined therein). 923,077 of these shares were acquired on June 22, 2005 pursuant to a purchase agreement with the Issuer that provides Chaumiere may not dispose of the shares for a five-year period (the "Holding Period"), that the Issuer, rather than Chaumiere,
has 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 Chaumiere, when combined with all of its affiliates, with no less than 30.1% of the Issuer's shares of Common Stock.
Securities directly owned by Chaumiere, which is a direct wholly-owned subsidiary of Sinaf and an indirect wholly-owned subsidiary of Aptafin.
307,692 of these shares were acquired on June 22, 2005 pursuant to a purchase agreement with the Issuer that provides that Defiante (as defined below) may not dispose of the shares during the Holding Period, that the Issuer, rather than Defiante, has 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 Defiante, when combined with all of its affiliates, with no less than 30.1% of the Issuer's shares of Common Stock.
Securities directly owned by Defiante Farmaceutica S.A. ("Defiante"). Defiante is 58% directly owned by Sigma Tau Finanziaria S.p.A. ("Sigma Tau") and 42% directly owned by Sigma Tau's wholly-owned subsidiary, Sigma Tau International S.A. Paolo Cavazza directly and indirectly owns 38% of Sigma Tau.
Securities directly owned by Sigma Tau.