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^*

CAVAZZA PAOLO

(Last)

(First)

(Middle)

VIA TESSERETE 10

(Street)

LUGANO

0000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGENERX BIOPHARMACEUTICALS INC [ RGRX.OB ]

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)
01/05/2011

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	01/05/2011		P		1,296,297	A	$0.27	9,711,407⁽¹⁾⁽²⁾	I⁽³⁾	Indirect⁽³⁾
Common Stock	01/05/2011		P		925,926	A	$0.27	12,937,111	I⁽⁴⁾	Indirect⁽⁴⁾
Common Stock								984,615	I⁽⁵⁾	Indirect⁽⁵⁾

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)
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J⁽⁶⁾		1		07/07/2011	01/07/2016	Common Stock	518,519	⁽⁶⁾	1	I⁽³⁾	Indirect⁽³⁾
Common Stock Warrant (right to buy)	$4.06	01/05/2011		J⁽⁷⁾			1	⁽⁷⁾	03/16/2011	Common Stock	22,601	⁽⁷⁾	0	I⁽³⁾	Indirect⁽³⁾
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J⁽⁷⁾		1		⁽⁷⁾	12/31/2011	Common Stock	22,601	⁽⁷⁾	1	I⁽³⁾	Indirect⁽³⁾
Common Stock Warrant (right to buy)	$2.75	01/05/2011		J⁽⁸⁾			1	⁽⁸⁾	12/21/2011	Common Stock	333,333	⁽⁸⁾	0	I⁽³⁾	Indirect⁽³⁾
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J⁽⁸⁾		1		⁽⁸⁾	12/31/2011	Common Stock	333,333	⁽⁸⁾	2	I⁽³⁾	Indirect⁽³⁾
Common Stock Warrant (right to buy)	$1.6	01/05/2011		J⁽⁹⁾			1	⁽⁹⁾	12/31/2010	Common Stock	500,000	⁽⁹⁾	0	I⁽³⁾	Indirect⁽³⁾
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J⁽⁹⁾		1		⁽⁹⁾	12/31/2011	Common Stock	500,000	⁽⁹⁾	3	I⁽³⁾	Indirect⁽³⁾
Common Stock Warrant (right to buy)	$1.74	01/05/2011		J⁽¹⁰⁾			1	⁽¹⁰⁾	12/31/2011	Common Stock	372,552	⁽¹⁰⁾	0	I⁽³⁾	Indirect⁽³⁾
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J⁽¹⁰⁾		1		⁽¹⁰⁾	12/31/2011	Common Stock	372,552	⁽¹⁰⁾	4	I⁽³⁾	Indirect⁽³⁾
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J⁽⁶⁾		1		07/07/2011	01/07/2016	Common Stock	370,370	⁽⁶⁾	1	I⁽⁴⁾	Indirect⁽⁴⁾
Common Stock Warrant (right to buy)	$4.06	01/05/2011		J⁽¹¹⁾			1	⁽¹¹⁾	03/16/2011	Common Stock	256,148	⁽¹¹⁾	0	I⁽⁴⁾	Indirect⁽⁴⁾
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J⁽¹¹⁾		1		⁽¹¹⁾	12/31/2011	Common Stock	256,148	⁽¹¹⁾	1	I⁽⁴⁾	Indirect⁽⁴⁾
Common Stock Warrant (right to buy)	$2.75	01/05/2011		J⁽¹²⁾			1	⁽¹²⁾	12/21/2011	Common Stock	333,333	⁽¹²⁾	0	I⁽⁴⁾	Indirect⁽⁴⁾
Common Stock Warrant (right to buy)	$0.38	01/05/2011		J⁽¹²⁾		1		⁽¹²⁾	12/31/2011	Common Stock	333,333	⁽¹²⁾	2	I⁽⁴⁾	Indirect⁽⁴⁾

Explanation of Responses:

1. 1,219,512 of these shares were acquired by Chaumiere Consultadoria e Servicos SDC Unipessoal L.d.a. ("Chaumiere") on October 8, 2009 pursuant to a purchase agreement dated as of September 30, 2009 with the Issuer that provides that the Issuer, rather than the holder, has all voting rights in respect of the shares through September 30, 2012, and that the holder may not transfer the shares through September 30, 2012 except for transfers to Affiliates (as defined therein). 1,052,631 of these shares were acquired by Chaumiere on April 13, 2009 pursuant to a purchase agreement with the Issuer that provides that the Issuer, rather than the holder, has all voting rights in respect of the shares through April 30, 2012, and that Chaumiere may not transfer the shares through April 30, 2012 except for transfers to Affiliates (as defined therein).

2. 1,034,482 of these shares were acquired on December 10, 2008 pursuant to a purchase agreement with the Issuer that provides that the Issuer, rather than Chaumiere, has all voting rights in respect of such shares through December 31, 2011, and that Chaumiere may not transfer such shares through December 31, 2011 except for transfers to Affiliates (as defined therein). On June 29, 2010, Chaumiere merged with and into Sinaf S.A. ("Sinaf"), its direct parent, which is a direct wholly-owned subsidiary of Aptafin S.p.A. ("Aptafin"). Aptafin is owned by Paolo Cavazza and members of his family.

3. Securities directly owned by Sinaf.

4. Securities directly owned by Defiante Farmaceutica S.A. ("Defiante"). Defiante is 58% directly owned by Sigma Tau Finanziaria S.p.A. ("Sigma Tau") and 42% directly owned by Sigma Tau's wholly-owned subsidiary, Sigma Tau International S.A. Paolo Cavazza directly and indirectly owns 38% of Sigma Tau.

5. Securities directly owned by Sigma Tau.

6. The Warrant was issued by the Issuer to the holder in consideration of the holders's purchase of Common Stock.

7. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The warrant became exercisable on September 16, 2006.

8. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The warrant became exercisable on December 21, 2006.

9. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The warrant became exercisable on February 29, 2008.

10. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The warrant became exercisable on December 10, 2008.

11. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The warrant became exercisable on September 16, 2006.

12. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The warrant became exercisable on December 21, 2006.

Remarks:

	/s/ Nicola Wullschleger, Attorney-in-fact	01/07/2011
	** 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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