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^*

Chaumiere Consultadoria & Servicos SDC Unipessoal LDA

(Last)

(First)

(Middle)

77-6F AVENIDA ARRIAGA

EDIFICIO MARINA FORUM, P-900 FUNCHAL

(Street)

MADEIRA

10209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGENERX BIOPHARMACEUTICALS INC [ RGN ]

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)
04/13/2009

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	04/13/2009		P		1,052,631⁽¹⁾	A	$0.57	6,643,098⁽²⁾	D

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)
Common Stock Warrant (right to buy)	$0.91	04/13/2009		J⁽³⁾		1		04/13/2009	04/30/2012	Common Stock	263,158	$0	1	I⁽³⁾	Indirect⁽³⁾

Explanation of Responses:

1. These 1,052,631 shares (the ?Shares?) were acquired on April 13, 2009 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 April 30, 2012, and that the Reporting Person may not transfer the Shares through April 30, 2012 except for transfers to Affiliates (as defined therein).

2. 1,034,482 of these shares were acquired on 12/10/08 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 12/31/2011, and that Chaumiere may not transfer such shares through 12/31/2011 except for transfers to Affiliates (as defined therein). 2,500,000 of these shares were acquired on 02/29/08 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 12/31/09, for $2.00 per share, or at any time between 01/01/2010 and 12/31/2010, 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 12/31/2010, and that the Reporting Person may not transfer the shares through 12/31/2010 except for transfers to Affiliates (as defined therein).

3. This warrant was issued by the Issuer to the Reporting Person in consideration of the Reporting Person?s purchase of the Shares. This warrant and the shares issuable upon exercise of this warrant are subject to the same transfer and voting restrictions as are the Shares described in explanation (1) above.

Remarks:

	/s/ Nicola Wullschleger, Attorney-in-fact	04/15/2009
	** 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.
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