Yancopoulos George Form 4 REGENERON PHARMACEUTICALS / GEORGE YANCOPOULOS 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^*

YANCOPOULOS GEORGE

(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
X	Officer (give title below)	Other (specify below)
President and CSO

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2019

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	11/18/2019		G	V	325,986	A	$0.00	325,986	D
Common Stock	12/12/2019		M(1)		95,295	A	$21.25	421,281	D
Common Stock	12/12/2019		F(1)		49,405	D	$377.16	371,876	D
Common Stock	12/12/2019		M(1)		150,000	A	$21.25	521,876	D
Common Stock	12/12/2019		F(1)		77,767	D	$377.16	444,109	D
Common Stock	08/05/2019		G	V	75,036	D	$0.00	0	I	by 2017 GRAT
Common Stock	02/19/2019		G	V	150,722	D	$0.00	249,278	I	by 2018 GRAT
Common Stock	06/13/2019		G	V	500,000	A	$0.00	500,000	I	by 2019 GRAT
Common Stock	02/19/2019		G	V	150,722	A	$0.00	753,316	I	by Trust
Common Stock	06/13/2019		G	V	500,000	D	$0.00	253,316	I	by Trust
Common Stock	08/05/2019		G	V	75,036	A	$0.00	328,352	I	by Trust
Common Stock	11/14/2019		G	V	2,366	D	$0.00	325,989	I	by Trust
Common Stock	11/18/2019		G	V	325,986	D	$0.00	0	I	by Trust
Common Stock								5,791	I	By 401(k) Plan

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
Class A Stock	(2)	11/18/2019		G	V	23,367		(3)	(3)	Common Stock	23,367	$0.00	23,367	D
Class A Stock	(2)	11/18/2019		G	V		23,367	(3)	(3)	Common Stock	23,367	$0.00	0	I	By Trust
Class A Stock	(2)							(3)	(3)	Common Stock	5,383		5,383	I	By Son(4)
Class A Stock	(2)							(3)	(3)	Common Stock	14,000		14,000	I	By Daughter(4)
Non-Qualified Stock Option (right to buy)	$21.25	12/12/2019		M(1)			95,295	(5)	12/18/2019	Common Stock	95,295	$0.00	150,000	D
Non-Qualified Stock Option (right to buy)	$21.25	12/12/2019		M(1)			150,000	(6)	12/18/2019	Common Stock	150,000	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$372.46	12/11/2019		A		81,278		(7)	12/11/2029	Common Stock	81,278	$0.00	81,278	D
Performance Stock Units	(8)	12/11/2019		A		25,155		(8)	(8)	Common Stock	25,155	$0.00	25,155	D

Explanation of Responses:

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

2. Class A Stock of Regeneron Pharmaceuticals, Inc. ("Regeneron") converts to Common Stock of Regeneron on a one-to-one basis upon certain events or upon election of the shareholder.

3. These shares of Class A Stock are presently convertible and such conversion feature does not expire.

4. These shares of Class A Stock are held in custody for the benefit of the reporting person's child.

5. The stock option award (combined incentive stock option and non-qualified stock option) vested in four equal annual installments, commencing one year after the date of grant.

6. The option became exercisable on December 31, 2012, based upon the satisfaction by the company of certain performance criteria during the period ended December 31, 2012.

7. The stock option award vests in four equal annual installments, commencing one year after the date of grant.

8. Each performance-based restricted stock unit ("PSU") represents the contingent right to receive one share of the issuer's common stock at vesting. The amount reported reflects the maximum number of PSUs that may vest based upon the achievement of certain performance metrics related to total shareholder return over four-year and/or five-year performance periods ending on December 11, 2023 and December 11, 2024, respectively. Between 50% and 225% of the target number of PSUs (i.e., between 50% and 225% of 11,180 PSUs) may vest upon achievement of predetermined total shareholder return percentages derived from compound annual growth rates of 5% to 15% for the applicable performance period. If none of the performance metrics are achieved at the conclusion of the performance periods, the award expires.

	/s/ George Yancopoulos	12/13/2019
	** Signature of Reporting Person	Date
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