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* Ivy Healthcare Capital II L P (Last) (First) (Middle) ONE PARAGON DRIVE SUITE 125 (Street) MONTVALE NJ 07645 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REGEN BIOLOGICS INC [ RGBO ]	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) 11/29/2008
	4. 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 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	11/29/2008		A		238,095	A	(1)	526,345	D(2)(3)

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
Series D Preferred Stock	$0(1)	11/29/2008		D(1)			47,619	(1)	(1)	Series D Preferred Stock	47,619(1)	(1)	0(1)	D(2)(3)
Warrant	$12.6							(1)(4)	03/30/2012	Common Stock	71,428		71,428	D(2)(3)
Convertible Note	$3(5)	12/04/2008		P		$100,000		12/04/2008(5)	07/24/2009	Common Stock	33,333.33(5)	$100,000	$100,000	D(2)(3)
Warrant	$0.2	12/04/2008		P		8,333		12/04/2008	12/04/2013	Common Stock	8,333	(6)	8,333	D(2)(3)

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. ReGen's Board of Directors approved a 1 for 20 reverse stock split that became effective at 11:59 pm, Eastern Standard Time, November 29, 2008. Each share of Series D Preferred Stock mandatorily converted into 5 shares of ReGen's common stock upon the effectiveness of the reverse stock split of the common stock.

2. 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 dispositve control of the reported securities. Mr. Pangia disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. Pursuant to instruction 4(b)(v) on this statement of Beneficial Ownership on Form 4, Robert Pangia is the joint reporting person to this form. He is located at One Paragon Drive, Suite 125, Montvale, New Jersey 07645.

4. The warrant was issued pursuant to a subscription agreement by and between ReGen Biologics, Inc. and each of the investors named therein dated March 30, 2007 (the "Subscription Agreement"). Each investor purchased Series D Preferred Stock of ReGen Biologics, Inc. at $42 per share. Without additional consideration, warrants to purchase additional shares of Series D Preferred Stock (or common stock after mandatory conversion of the Series D Preferred Stock) equal to thirty percent of the shares of Series D Preferred Stock purchased. The warrant is exercisable at the option of the holder.

5. Currently, at the option of the holder, the outstanding principal and accrued but unpaid interest is convertible into common stock, at a conversion price of $3 per share.

6. The warrant was issued pursuant to a subscription agreement by and between ReGen Biologics, Inc. and each of the investors named therein dated December 4, 2008 (the "Subscription Agreement"). Each investor acquired an unsecured convertible note of ReGen Biologics, Inc. at a principal amount set forth in the subscription agreement and, without additional consideration, warrants to purchase additional shares of common stock equal to twenty-five percent of the shares of common stock into which the note is convertible.

	/s/ Russell F. Warren Jr. on behalf of Ivy Healthcare Capital II, L.P.	12/08/2008
	/s/ Robert W. Pangia	12/08/2008
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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