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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MCNEIL ROBERT G (Last) (First) (Middle) 411 HACKENSACK AVENUE (Street) HACKENSACK NJ 07601 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REGEN BIOLOGICS INC [ RGBO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/16/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/16/2009		P		1,142,857	A	$3.5	2,591,489	I	See footnote.(6)
Common Stock	01/16/2009		C		413,766(1)	A	$3	3,005,255	I	See footnote.(6)
Common Stock								11,986	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Notes	$3(4)	01/16/2009		C			$999,999.9(2)	07/24/2008	07/24/2009	Common Stock	346,446(3)	$999,999.9(2)	0	I	See footnote.(6)
Convertible Notes	$3	01/16/2009		C			$200,000(2)	12/04/2008	07/24/2009	Common Stock	67,320(3)	$200,000(2)	0	I	See footnote.(6)
Warrants	$1.2	01/16/2009		P		171,432		01/16/2009	01/16/2014	Common Stock	171,432	$0(5)	171,432	I	See footnote.(6)

Explanation of Responses:

1. Represents the number of shares issued upon conversion of the 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.

2. Represents the principal amount of the convertible notes purchased and does not include any accrued and unpaid interest on the notes.

3. 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.

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. 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. Each investor acquired 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.

6. The securities are held by Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling Ventures Management VI, Sanderling VI Beteiligungs GMBH & Co KG, Sanderling VI Limited Partnership, Sanderling Venture Partners V Co-Investment Fund, L.P., Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Beteiligungs GMBH & Co KG, Sanderling V Limited Partnership, Sanderling Ventures Management V, Sanderling IV Biomedical Co-Investment Fund, L.P., Sanderling Venture Partners II L.P., Sanderling Venture Partners IV Co-Investment Fund, L.P. and/or Sanderling Ventures Limited L.P. Dr. McNeil is an affiliate of each of the foregoing entities.

Remarks:

	/s/ Brion D. Umidi, Attorney in Fact	01/21/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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