| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REGEN BIOLOGICS INC [ RGBO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/16/2009 | P | 285,715 | A | $3.5 | 812,060 | D(1)(2) | |||
| Common Stock | 01/16/2009 | C | 206,882(3) | A | $3 | 1,018,942 | D(1)(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Convertible Note | $3(4) | 01/16/2009 | C | $500,000(5) | 07/24/2008 | 07/24/2009 | Common Stock | 173,223(6) | $500,000(5) | 0 | D(1)(2) | ||||
| Convertible Note | $3 | 01/16/2009 | C | $100,000(5) | 12/04/2008 | 07/24/2009 | Common Stock | 33,659(6) | $100,000(5) | 0 | D(1)(2) | ||||
| Warrant | $1.2 | 01/16/2009 | P | 42,858 | 01/16/2009 | 01/16/2014 | Common Stock | 42,858 | $0(7) | 42,858 | D(1)(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 dispositve 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 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. |
| 3. Represents the number of shares issued upon conversion of convertible notes at $3.00 per share and such conversion amount included the principal amount and any accrued and unpaid interest on the notes. Some convertible notes were originally convertible at $0.15 per share, but the conversion price increased to $3.00 per share after the 1 for 20 reverse split of the Company's common stock on November 29, 2008. |
| 4. Such conversion price was increased from $0.15 to $3.00 per share following the 1 for 20 reverse split of the Company's common stock on November 29, 2008. |
| 5. Represents the principal amount of the convertible notes purchased and does not include any accrued and unpaid interest on the notes. |
| 6. Represents the number of shares of common stock into which the notes are convertible and such conversion amount includes the principal amount and any accrued and unpaid interest on the notes. |
| 7. The warrants were issued pursuant to a Subscription Agreement, dated January 16, 2009, by and between ReGen Biologics, Inc. (the "Company") and each of the investors named therein (the "Subscription Agreement"). Each investor subscribed to acquire common stock of the Company at $3.50 per share and without additional consideration, the Company provided 15% warrant coverage to each investor exercisable for additional shares of common stock. |
| /s/ Russell F. Warren Jr. on behalf of Ivy Healthcare Capital II, L.P. | 01/21/2009 | |
| /s/ Robert W. Pangia | 01/21/2009 | |
| ** 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. | ||
| 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. | ||