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* Sinaf S.A. (Last) (First) (Middle) 11-13, BOULEVARD DE LA FOIRE (Street) L-1528 PORTUGAL N4 00000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REGENERX BIOPHARMACEUTICALS INC [ RGRX.OB ]	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) 01/05/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/05/2011		P		1,296,297	A	$0.27	9,711,407(1)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J(3)		1		07/07/2011	01/07/2016	Common Stock	518,519	(3)	1	D
Common Stock Warrant (right to buy)	$4.06	01/05/2011		J(4)			1	(4)	03/16/2011	Common Stock	22,601	(4)	0	D
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J(4)		1		(4)	12/31/2011	Common Stock	22,601	(4)	1	D
Common Stock Warrant (right to buy)	$2.75	01/05/2011		J(5)			1	(5)	12/21/2011	Common Stock	333,333	(5)	0	D
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J(5)		1		(5)	12/31/2011	Common Stock	333,333	(5)	2	D
Common Stock Warrant (right to buy)	$1.6	01/05/2011		J(6)			1	(6)	12/31/2010	Common Stock	500,000	(6)	0	D
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J(6)		1		(6)	12/31/2011	Common Stock	500,000	(6)	3	D
Common Stock Warrant (right to buy)	$1.74	01/05/2011		J(7)			1	(7)	12/31/2011	Common Stock	372,552	(7)	0	D
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J(7)		1		(7)	12/31/2011	Common Stock	372,552	(7)	4	D

Explanation of Responses:

1. 1,219,512 of these shares were acquired by Chaumiere Consultadoria e Servicos SDC Unipessoal LDA ("Chaumiere"), which was a direct wholly-owned subsidiary of the Reporting Person, 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 the holder, has all voting rights in respect of the shares through September 30, 2012, and that the holder 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 by Chaumiere on April 13, 2009 pursuant to a purchase agreement with the Issuer that provides that the Issuer, rather than the holder, has all voting rights in respect of the shares through April 30, 2012, and that the holder 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 by Chaumiere on December 10, 2008 pursuant to a purchase agreement with the Issuer that provides that the Issuer, rather than the holder, has all voting rights in respect of such shares through December 31, 2011, and that the holder may not transfer such shares through December 31, 2011 except for transfers to Affiliates (as defined therein). On June 29, 2010, Chaumiere merged with and into the Reporting Person. The Reporting Person is a direct wholly-owned subsidiary of Aptafin S.p.A.

3. The Warrant was issued by the Issuer to the Reporting Person in consideration of the Reporting Person's purchase of Common Stock.

4. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The warrant became exercisable on September 16, 2006.

5. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The warrant became exercisable on December 12, 2006.

6. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The warrant became exercisable on February 29, 2008.

7. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The warrant became exercisable on December 10, 2008.

Remarks:

	/s/ Nicola Wullschleger, Attorney-in-fact	01/07/2011
	** 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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