Cavazza Paolo Form 4 REGENERX BIOPHARMACEUTICALS / PAOLO CAVAZZA ownership change

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

00000

(City)

(State)

(Zip)

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

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)
06/30/2021

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	06/30/2021		P		1,500,000	A	$0.2	1,500,000⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾	See Footnote⁽¹⁾⁽²⁾⁽³⁾⁽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)	$0.24⁽¹⁾⁽²⁾⁽⁴⁾	06/30/2021		J		1,125,000⁽¹⁾⁽²⁾⁽⁴⁾		06/30/2021	06/30/2023	Common Stock	1,125,000	⁽²⁾⁽⁴⁾	1,125,000⁽²⁾⁽⁴⁾	I⁽¹⁾⁽²⁾⁽⁴⁾	See Footnote⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock Warrant (right to buy)	$0.28⁽¹⁾⁽²⁾⁽⁴⁾	06/30/2021		J		1,125,000⁽¹⁾⁽²⁾⁽⁴⁾		06/30/2021	06/30/2026	Common Stock	1,125,000	⁽²⁾⁽⁴⁾	1,125,000⁽²⁾⁽⁴⁾	I⁽¹⁾⁽²⁾⁽⁴⁾	See Footnote⁽¹⁾⁽²⁾⁽⁴⁾

Explanation of Responses:

1. This Form 4 is being filed by Paolo Cavazza as a result of his ownership interest in Aptafin S.p.A. ("Aptafin"). Aptafin was not able to timely generate replacement Edgar codes to reflect the transactions disclosed herein. The sole stockholder of Aptafin is Apta Finance SA ("Apta Finance"). Paolo Cavazza owns 99% of the equity interests of Apta Finance. By virtue of his ownership interest in Apta Finance, Paolo Cavazza may be deemed to indirectly beneficially own the securities of the issuer that were purchased by Aptafin pursuant to the Agreement (as defined below).

2. On June 30, 2021, in a private placement by the issuer, Aptafin S.p.A. ("Aptafin") entered into a purchase agreement (the "Agreement"), pursuant to which it agreed to purchase 1,500,000 shares of the common stock of the issuer and warrants to acquire the issuer's common stock, for an aggregate purchase price of $300,000.

3. The shares of common stock and warrants were purchased directly by Aptafin. Paolo Cavazza disclaims beneficial ownership of all securities of the issuer held by Aptafin except to the extent of any pecuniary interest therein.

4. Aptafin received two different warrants in the transaction, one of which is exercisable, in whole or in part, at any time and from time to time, from June 30, 2021 through June 30, 2023, for up to 1,125,000 shares of common stock of the issuer at an exercise price of $0.24 per share, and one of which is exercisable, in whole or in part, at any time and from time to time, from June 30, 2021 through June 30, 2026, for up to 1,125,000 shares of common stock of the issuer at an exercise price of $0.28 per share.

5. Essetifin S.p.A. ("Essetifin") is the beneficial owner of 51,521,189 shares of the issuer's common stock (including shares of common stock issuable upon conversion of convertible notes and exercise of warrants). Paolo Cavazza has an ownership interest in Essetifin. Dispositive power over the shares of the issuer's 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.

	/s/ Fabio Poma for Paolo Cavazza by power of attorney	07/02/2021
	** 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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Cavazza Paolo Form 4REGENERX BIOPHARMACEUTICALS / PAOLO CAVAZZA ownership change