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* Ivy Healthcare Capital II L P (Last) (First) (Middle) ONE PARAGON DRIVE, SUITE 125 (Street) MONTVALE NJ 07645 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/10/2007	3. Issuer Name and Ticker or Trading Symbol REGEN BIOLOGICS INC [ RGBI ]
		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) Form filed by One Reporting Person X 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, $0.01 par value per share	5,765,000	I(1)	See Footnotes(1)(2)

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
Series D Convertible Preferred Stock	(3)	(4)	Common Stock	47,619(3)	$42	D(1)(2)
Warrants	03/30/2007	03/30/2012	Series D Convertible Preferred Stock	14,286(5)	$63	D(1)(2)

1. Name and Address of Reporting Person* Ivy Healthcare Capital II L P (Last) (First) (Middle) ONE PARAGON DRIVE, SUITE 125 (Street) MONTVALE NJ 07645 (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* PANGIA ROBERT W (Last) (First) (Middle) ONE PARAGON DRIVE, SUITE 125 (Street) MONTVALE NJ 07645 (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. The reported securities are held by Ivy Healthcare Capital II, L.P. Robert Pangia, principal of Ivy Healthcare Capital II, L.P., has shared voting and dispositive control of the reported securities. Mr. Pangia disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. Pursuant to Instruction 5(b)(v) on this Initial Statement of Beneficial Ownership on Form 3, Robert Pangia is the joint reporting person to this form. He is located at One Paragon Drive, Suite 125, Montvale, New Jersey 07645.

3. Shares of Series D Convertible Preferred (the "Series D stock") convert on a mandatory basis (such event, the "Mandatory Conversion") to 100 shares of common stock of ReGen Biologics, Inc. ("ReGen"), par value $0.01 (the "Common Stock") for each share of Series D stock if (i) ReGen amends its certificate of incorporation to increase the number of shares of Common Stock sufficient to permit the issuance of Common Stock for all of the issued and outstanding shares of Series D stock and (ii) upon the effectiveness of a reverse stock split of the Common Stock in which there are sufficient shares to permit the issuance of Common Stock for all of the issued and outstanding Common Stock.

4. Not applicable.

5. Each warrant is convertible into one share of Series D stock or, after the Mandatory Conversion, is convertible into one hundred shares of Common Stock.

	/s/ Russell F. Warren Jr. on behalf of Ivy Healthcare Capital II, L.P.	12/17/2007
	/s/ Robert W. Pangia	12/17/2007
	** 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).
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