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^*

MCNAY JOSEPH C

(Last)

(First)

(Middle)

C/O REGENERX BIOPHARMACEUTICALS, INC.

3 BETHESDA METRO CENTER - SUITE 630

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2007

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	05/01/2005		M		5,000	A	$0.53	1,147,795	D
Common Stock	07/17/2006		M		26,316	A	$1.5	1,174,111	D
Common Stock	03/12/2007		M		165,000	A	$0.1	1,339,111	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)
Stock Options⁽¹⁾	$0.53	05/01/2005		M			5,000	05/01/1996	05/01/2005	Common Stock	5,000	$0	0	D
Class D Warrant	$0.1	03/12/2007		M			165,000	03/12/1997	03/12/2007	Common Stock	165,000	$0	0	D
Stock Warrant⁽²⁾	$1.5	07/17/2006		M			26,316	01/23/2004	07/23/2006	Common Stock	26,316	$0	0	D
Stock Options⁽³⁾	$2.34	03/15/2007		A		15,000		03/15/2008	03/15/2014	Common Stock	15,000	$0	15,000	D
Stock Options⁽³⁾	$3.21							04/01/2006	04/01/2015	Common Stock	75,000		75,000	D
Stock Options⁽¹⁾	$0.28							06/12/2002	06/13/2011	Common Stock	100,000		100,000	D

Explanation of Responses:

1. Options fully vested.

2. Warrant issued to the Reporting Person in consideration of the Reporting Person's purchase of common stock.

3. Options granted under the RegeneRx Biopharmaceuticals, Inc. 2000 Stock Option and Incentive Plan vest over four years in equal amounts beginning with the first anniversary of the date of grant.

	/s/ JOSEPH C. MCNAY	03/19/2007
	** 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.