SEC Form 4 · accession 0001213900-18-013186
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
Sep 27, 2018
Accepted (ET)
Sep 28, 2018 · 4:04 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,F2 | Sep 27, 2018 | C | 3,133,681 | $0.06 | A | 34,989,080 | 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)F1 | $0.06 | Sep 27, 2018 | C | — | D | Sep 12, 2013 | — | Common Stock | 3,133,681 | 0 | D |
Explanation of responses
- F1On 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.
- F2Dispositive 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