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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Essetifin SPA

(Last) (First) (Middle)
VIA SUDAFRICA, 20

(Street)
ROME L6 00144

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REGENERX BIOPHARMACEUTICALS INC [ RGRX ]
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)
03/13/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 03/13/2018 P 11,584,795(1) A $0.23 25,506,521 D(5)(6)
Common Stock 03/13/2018 P 6,348,878(2) A $0.23 31,855,399 D(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note (right to buy) $0.06 03/13/2018 P $150,000 09/12/2013 (3) Common Stock (3) $150,000 2,500,000(4) D(5)(6)
1. Name and Address of Reporting Person*
Essetifin SPA

(Last) (First) (Middle)
VIA SUDAFRICA, 20

(Street)
ROME L6 00144

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CAVAZZA PAOLO

(Last) (First) (Middle)
VIA TESSERETE, 10

(Street)
LUGANO V8 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cavazza Enrico

(Last) (First) (Middle)
VIA SUDAFRICA, 20

(Street)
ROME L6 00144

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cavazza Francesca

(Last) (First) (Middle)
VIA SUDAFRICA, 20

(Street)
ROME L6 00144

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cavazza Silvia

(Last) (First) (Middle)
VIA SUDAFRICA, 20

(Street)
ROME L6 00144

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cavazza Preta Martina

(Last) (First) (Middle)
VIA SUDAFRICA, 20

(Street)
ROME L6 00144

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents shares sold by Sinaf S.A., a Luxembourg corporation ("Sinaf"), and purchased by Essetifin S.p.A., an Italian corporation ("Essetifin"), pursuant to a purchase agreement by and between Sinaf and Essetifin (the "Sinaf Agreement").
2. Represents shares sold by Taufin International S.A., a Luxembourg corporation ("Taufin"), and purchased by Essetifin, pursuant to a purchase agreement by and between Taufin and Essetifin.
3. Represents a $150,000 convertible promissory note (the "Note") sold by Sinaf and purchased by Essetifin for an aggregate of $183,780.82, pursuant to the Sinaf Agreement. The reporting person purchased the Note on September 12, 2013, from the issuer in a private placement. The Note and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the Note into common stock at a conversion price of $0.06 per share. The Note is payable upon the written demand of the holder thereof at any time after September 10, 2018 (the "Maturity Date"). Interest accrues on the unpaid principal amount at a rate equal to 5% per annum, but it is not due and payable until the written demand of the holder for payment on or after the Maturity Date. The current outstanding principal amount, if converted into common stock, would result in the issuance of 2,500,000 shares. The number of shares of common stock to be issued upon conversion will be fixed on the conversion date.
4. Does not include shares issuable at the election of the reporting person upon conversion of accrued interest into shares of common stock.
5. Paolo Cavazza previously reported indirect ownership of such securities due to his ownership interest in Sinaf, which is a directly wholly-owned subsidiary of Aptafin S.p.A., which is owned indirectly by Paolo Cavazza and members of his family. Paolo Cavazza continues to have an indirect interest in such shares through his ownership interest in Essetifin.
6. Dispositive power over the shares of common stock owned by Essetifin is shared by Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza. Each of Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza disclaims beneficial ownership of all shares of common stock held by Essetifin except to the extent of any pecuniary interest therein.
Remarks:
Exhibit List: Exhibit 99.1 - Joint Filers' Signatures
Essetifin S.p.A. By: /s/ Marino Zigrossi 03/14/2018
/s/ Marino Zigrossi for Enrico Cavazza by power of attorney 03/14/2018
/s/ Marino Zigrossi for Francesca Cavazza by power of attorney 03/14/2018
/s/ Marino Zigrossi for Silvia Cavazza by power of attorney 03/14/2018
/s/ Marino Zigrossi for Martina Cavazza Preta by power of attorney 03/14/2018
/s/ Fabio Poma for Paolo Cavazza by power of attorney 03/14/2018
** 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.