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^*

Bisbee Gerald JR

(Last)

(First)

(Middle)

509 COMMERCE STREET

1ST FLOOR, EAST WING

(Street)

FRANKLIN LAKES

07417

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGEN BIOLOGICS INC [ RGBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2006

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	11/30/2006		P		67,568	A	$0.37	1,114,701	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)
Warrant	$0.55	11/30/2006		P		20,270		11/30/2006	11/30/2011	Common Stock	20,270	⁽¹⁾	20,270	D
Stock Option (right to buy)	$0.37	11/30/2006		P		1		⁽²⁾	⁽²⁾	Common Stock	67,568	⁽²⁾	1	D

Explanation of Responses:

1. The Warrants were issued pursuant to a Subscription Agreement by and between ReGen Biologics, Inc. and each of the Investors named therein dated November 30, 2006 (the "Subscription Agreement"). Each Investor purchased Common Stock of ReGen Biologics, Inc. at $0.37 per share and received, without additional consideration, Warrants to purchase additional shares of Common Stock equal to thirty percent of the shares of Common Stock purchased.

2. The Option was issued pursuant to an Option Agreement by and between ReGen Biologics, Inc. and each of the Investors named therein dated November 30, 2006. Each Investor purchased Common Stock of ReGen Biologics, Inc. at $0.37 per share pursuant to the Subscription Agreement and received, without additional consideration, an Option to purchase additional shares of Common Stock equal to the number of shares of Common Stock purchased by such Investor. The Option becomes exercisable upon receipt by Regen Biologics, Inc. of a certain approval by the Food and Drug Administration, and the Option expires upon the earlier of (a) 15 days after the public announcement by ReGen Biologics, Inc. of receipt of such FDA approval, and (b) December 31, 2007.

Remarks:

	/S/ Brion Umidi, Attorney in Fact	12/04/2006
	** 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).
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