SEC Form 4 · accession 0001213900-18-002972
REGENERX BIOPHARMACEUTICALS INC · RGRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Essetifin SPA
10% Owner
Paolo Cavazza
10% Owner
Francesca Cavazza
10% Owner
Silvia Cavazza
10% Owner
Enrico Cavazza
10% Owner
Preta Martina Cavazza
10% Owner
Period of report
Mar 13, 2018
Accepted (ET)
Mar 14, 2018 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000707511
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F5,F6 | Mar 13, 2018 | P | 11,584,795 | $0.23 | A | 25,506,521 | D | |
| Common StockF2,F6 | Mar 13, 2018 | P | 6,348,878 | $0.23 | A | 31,855,399 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory Note (right to buy)F4,F5,F6,F3 | $0.06 | Mar 13, 2018 | P | — | A | Sep 12, 2013 | — | Common Stock | — | 2,500,000 | D |
Explanation of responses
- F1Represents shares sold by Sinaf S.A., a Luxembourg corporation ("Sinaf"), and purchased by Essetifin S.p.A., an Italian corporation ("Essetifin"), pursuant to a purchase agreement by and between Sinaf and Essetifin (the "Sinaf Agreement").
- F2Represents shares sold by Taufin International S.A., a Luxembourg corporation ("Taufin"), and purchased by Essetifin, pursuant to a purchase agreement by and between Taufin and Essetifin.
- F3Represents a $150,000 convertible promissory note (the "Note") sold by Sinaf and purchased by Essetifin for an aggregate of $183,780.82, pursuant to the Sinaf Agreement. The reporting person purchased the Note on September 12, 2013, from the issuer in a private placement. The Note and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the Note into common stock at a conversion price of $0.06 per share. The Note is payable upon the written demand of the holder thereof at any time after September 10, 2018 (the "Maturity Date"). Interest accrues on the unpaid principal amount at a rate equal to 5% per annum, but it is not due and payable until the written demand of the holder for payment on or after the Maturity Date. The current outstanding principal amount, if converted into common stock, would result in the issuance of 2,500,000 shares. The number of shares of common stock to be issued upon conversion will be fixed on the conversion date.
- F4Does not include shares issuable at the election of the reporting person upon conversion of accrued interest into shares of common stock.
- F5Paolo Cavazza previously reported indirect ownership of such securities due to his ownership interest in Sinaf, which is a directly wholly-owned subsidiary of Aptafin S.p.A., which is owned indirectly by Paolo Cavazza and members of his family. Paolo Cavazza continues to have an indirect interest in such shares through his ownership interest in Essetifin.
- F6Dispositive 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