Brown Michael S Form 4 REGENERON PHARMACEUTICALS / MICHAEL S BROWN 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^*

BROWN MICHAEL S

(Last) (First) (Middle)

777 OLD SAW MILL RIVER ROAD

(Street)

TARRYTOWN NY 10591

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REGENERON PHARMACEUTICALS INC [ REGN ]

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)
06/12/2017

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	06/12/2017		M(1)		2,000	A	$177.82	2,000	D
Common Stock	06/12/2017		S(1)		100	D	$472.04	1,900	D
Common Stock	06/12/2017		S(1)		100	D	$477.05	1,800	D
Common Stock	06/12/2017		S(1)		94	D	$469.02(2)	1,706	D
Common Stock	06/12/2017		S(1)		200	D	$473.37(3)	1,506	D
Common Stock	06/12/2017		S(1)		900	D	$474.37(4)	606	D
Common Stock	06/12/2017		S(1)		606	D	$475.72(5)	0	D
Common Stock								17,349	I	by Trust

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
Non-Qualified Stock Option (right to buy)	$177.82	06/12/2017		M(1)			2,000	(6)	01/02/2023	Common Stock	2,000	$0.0	6,000	D

Explanation of Responses:

1. Disposition/acquisition made pursuant to a plan intended to comply with Rule 10b5-1(c).

2. Represents volume-weighted average price of sales of 94 shares of Company stock on June 12, 2017 at prices ranging from $469.02 to $469.05. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on June 12, 2017 at each separate price.

3. Represents volume-weighted average price of sales of 200 shares of Company stock on June 12, 2017 at prices ranging from $473.36 to $473.38. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on June 12, 2017 at each separate price.

4. Represents volume-weighted average price of sales of 900 shares of Company stock on June 12, 2017 at prices ranging from $474.01 to $474.97. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on June 12, 2017 at each separate price.

5. Represents volume-weighted average price of sales of 606 shares of Company stock on June 12, 2017 at prices ranging from $475.65 to $475.99. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on June 12, 2017 at each separate price.

6. The stock option becomes exercisable in three equal annual installments, commencing one year after the date of grant.

	/s/**Michael S. Brown	06/12/2017
	** Signature of Reporting Person	Date
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