| 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
REGENERX BIOPHARMACEUTICALS INC [ RGRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/27/2018 | ||||||||||||||||||||||||||
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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 | 09/27/2018 | C | 3,133,681(1) | A | $0.06(1) | 34,989,080 | 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 Promissory Note (right to buy) | $0.06(1) | 09/27/2018 | C | $150,000(1) | 09/12/2013 | (1) | Common Stock | 3,133,681(1) | $150,000(1) | 0 | D(1) | ||||
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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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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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. On September 27, 2018, Essetifin S.p.A., an Italian corporation ("Essetifin"), exercised its option to convert the Convertible Promissory Note, originally issued on September 11, 2013 and reissued on March 13, 2018, in an initial principal amount of $150,000 (the "Note"), including all accrued but unpaid interest thereon, into shares of common stock, $0.001 par value per share (the "Common Stock"), of RegeneRx Biopharmaceuticals, Inc. (the "Company"). The Company issued a total of 3,133,681 shares of Common Stock to Essetifin upon conversion of the Note, including 633,681 shares of Common Stock issued in respect of the accrued but unpaid interest on the Note. As a result of the conversion and as of September 27, 2018, Essetifin directly owns 34,989,080 shares of Common Stock, which includes 3,133,681 shares of Common Stock that were issued upon conversion the Note. |
| 2. Dispositive power over the shares of Common Stock owned by Essetifin is shared by Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza. Each of Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza disclaims beneficial ownership of all shares of Common Stock held by Essetifin except to the extent of any pecuniary interest therein. |
| Remarks: |
| Exhibit List: Exhibit 99.1 - Joint Filers' Signatures |
| Essetifin S.p.A. By: /s/ Marino Zigrossi | 09/28/2018 | |
| /s/ Marino Zigrossi for Enrico Cavazza by power of attorney | 09/28/2018 | |
| /s/ Marino Zigrossi for Francesca Cavazza by power of attorney | 09/28/2018 | |
| /s/ Marino Zigrossi for Silvia Cavazza by power of attorney | 09/28/2018 | |
| /s/ Marino Zigrossi for Martina Cavazza Preta by power of attorney | 09/28/2018 | |
| /s/ Nicola Wullschleger for Paolo Cavazza by power of attorney | 09/28/2018 | |
| ** 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. | ||