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*
Chaumiere Consultadoria & Servicos SDC Unipessoal LDA

(Last) (First) (Middle)
77-6F AVENIDA ARRIAGA
EDIFICIO FORUM, P-900 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 4,555,985(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
Explanation of Responses:
1. 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 shall have the right to repurchase the shares at any time until December 31, 2009, for $2.00 per share, or at any time between January 1, 2010 and December 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 December 31, 2010, and that the Reporting Person may not transfer the shares through December 31, 2010 except for transfers to Affiliates (as defined therein).
Remarks:
/s/ Fabio Poma, 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.
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.