Elsey R Don Form 4 REGENERX BIOPHARMACEUTICALS / R Don Elsey 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^*

Elsey R Don

(Last) (First) (Middle)

C/O REGENERX BIOPHARMACEUTICALS, INC.

15245 SHADY GROVE ROAD, SUITE 470

(Street)

ROCKVILLE MD 20850

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2019

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								104,456	D

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
Stock Option (rght to buy)	$0.16							(1)	04/03/2019	Common Stock	50,000		50,000	D
Stock Option (right to buy)	$0.21							(1)	03/25/2021	Common Stock	120,000		120,000	D
Stock Option (right to buy)	$0.19							(1)	02/11/2022	Common Stock	100,000		100,000	D
Stock Option (right to buy)	$0.36							(1)	06/30/2022	Common Stock	100,000		100,000	D
Stock Option (right to buy)	$0.64							(1)	03/16/2023	Common Stock	100,000		100,000	D
Stock Option (right to buy)	$0.28							(2)	09/01/2027	Common Stock	125,000		125,000	D
Stock Option (right to buy)	$0.21							(3)	07/17/2028	Common Stock	200,000		200,000	D
Convertible Promissory Note (right to buy)	$0.12							02/27/2019	02/27/2024	Common Stock	20,833		$2,500	D
Common Stock Warrant (right to buy)	$0.18							08/27/2019	02/27/2024	Common Stock	15,625		15,625	D
Convertible Promissory Note (right to buy)	$0.12	05/13/2019		P		$2,500		05/13/2019	05/13/2024	Common Stock	20,833	$2,500	$2,500	D
Common Stock Warrant (right to buy)	$0.18	05/13/2019		P		15,625		11/13/2019	05/13/2024	Common Stock	15,625	$0	15,625	D

Explanation of Responses:

1. 100% vested.

2. 31,250 shares vest on each of 9/1/17, 9/1/18, 9/1/19 and 9/1/20.

3. 50,000 shares vest on each of 7/17/18, 7/17/19, 7/17/20 and 7/17/21.

Remarks:

	/s/ Andrew Nick as Attorney-in-Fact for R. Don Elsey pursuant to Power of Attorney previously filed.	05/15/2019
	** 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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