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* Inverlochy Consultadoria & Servicos L.D.A. (Last) (First) (Middle) AVENIDA ARRIAGA N 77 EDIF. MARINA, FORUM 6 ANDAR SALA FUNCHAL (Street) MADEIRA S1 10209 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/29/2008	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	4,740,082(1)	D

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)	09/15/2006	03/15/2011	Common Stock	22,601	$4.06	D
Common Stock Warrant (right to buy)	12/21/2006	12/21/2011	Common Stock	333,333	$2.75	D
Common Stock Warrant (right to buy)	02/29/2008	12/31/2010	Common Stock	500,000	$1.6	D
Common Stock Warrant (right to buy)	12/10/2008	12/31/2011	Common Stock	372,552	$1.74	D

Explanation of Responses:

1. 2,500,000 of these shares were acquired on Feb. 29, 2008 pursuant to a purchase agreement with the Issuer that provides that the Issuer shall have the right to repurchase the shares at any time until Dec. 31, 2009, for $2.00 per share, or at any time between Jan. 1, 2010 and Dec. 31, 2010, for $2.50 per share. Furthermore, the purchase agreement provides that the Issuer, rather than the Reporting Person, has all voting rights in respect to the shares through Dec. 31, 2010, and that the Reporting Person may not transfer the shares through Dec. 31, 2010 except for transfers to Affiliates (as defined therein). 1,034,482 of these shares were acquired on Dec. 10, 2008 pursuant to a purchase agreement with the Issuer that provides that the Issuer, rather than the Reporting Person, has all voting rights in respect of the shares through Dec. 31, 2011, and that the Reporting Person may not transfer the shares through Dec. 31, 2011, except for transfers to Affiliates (as defined therein).

Remarks:

	/s/ Nicola Wullschleger, Attorney-in-fact	12/12/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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