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Sec Form 4 Filing - Essetifin SPA @ REGENERX BIOPHARMACEUTICALS INC - 2019-02-26

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Essetifin SPA
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)
(Last)
(First)
(Middle)
VIA SUDAFRICA, 20
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2019
(Street)
ROME, L600144
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 34,989,080 D ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Convertible Promissory Note (right to buy) $ 0.12 ( 1 ) ( 2 ) 02/26/2019 P 02/26/2019 ( 1 )( 2 ) Common Stock ( 1 ) ( 2 ) $ 500,000 ( 1 ) ( 2 ) $ 500,000 ( 1 ) ( 2 ) D ( 4 )
Common Stock Warrant (right to buy) $ 0.18 ( 1 ) ( 3 ) 02/26/2019 J 2,884,615 ( 1 ) ( 3 ) 08/26/2019 02/26/2024 Common Stock 2,884,615 ( 1 ) ( 3 ) ( 1 ) ( 3 ) 2,884,615 ( 1 ) ( 3 ) D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Essetifin SPA
VIA SUDAFRICA, 20
ROME, L600144
X
CAVAZZA PAOLO
VIA TESSERETE, 10
LUGANO, V800000
X
Cavazza Enrico
VIA SUDAFRICA, 20
ROME, L600144
X
Cavazza Francesca
VIA SUDAFRICA, 20
ROME, L600144
X
Cavazza Silvia
VIA SUDAFRICA, 20
ROME, L600144
X
Cavazza Preta Martina
VIA SUDAFRICA, 20
ROME, L600144
X
Signatures
Essetifin S.p.A. By: /s/ Marino Zigrossi 02/27/2019
** Signature of Reporting Person Date
/s/ Marino Zigrossi for Enrico Cavazza by power of attorney 02/27/2019
** Signature of Reporting Person Date
/s/ Marino Zigrossi for Francesca Cavazza by power of attorney 02/27/2019
** Signature of Reporting Person Date
/s/ Marino Zigrossi for Silvia Cavazza by power of attorney 02/27/2019
** Signature of Reporting Person Date
/s/ Marino Zigrossi for Martina Cavazza Preta by power of attorney 02/27/2019
** Signature of Reporting Person Date
/s/ Fabio Poma for Paolo Cavazza by power of attorney 02/27/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 26, 2019, in a private placement by the issuer, Essetifin S.p.A. ("Essetifin") entered into a Convertible Note and Warrant Purchase Agreement (the "Agreement"), pursuant to which it agreed to purchase an aggregate principal amount of $1,000,000 of convertible promissory notes of the issuer and warrants to acquire the issuer's common stock, in two $500,000 tranches. Each tranche consists of (i) a note in the principal amount of $500,000 and (ii) a warrant to purchase 2,884,615 shares of the issuer's common stock at an exercise price of $0.18 per share, issued in connection with the Agreement as partial consideration for the note. Essetifin purchased the first $500,000 tranche effective as of February 26, 2019 (such purchase consisting of the "February 2019 Note" and the "February 2019 Warrant").
( 2 )The February 2019 Note and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the February 2019 Note into the issuer's common stock at a conversion price of $0.12 per share. The February 2019 Note is payable upon the written demand of the holder thereof at any time after March 1, 2024 (the "Maturity Date"). Interest accrues on the unpaid principal amount at a rate equal to 5% per annum, but it is not due and payable until the written demand of the holder for payment on or after the Maturity Date. The current outstanding principal amount, if converted into common stock, would result in the issuance of 4,166,667 shares. The number of shares of common stock to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within two business days after conversion.
( 3 )The February 2019 Warrant is exercisable into up to 2,884,615 shares of the issuer's common stock and is exercisable, in whole or in part, at any time and from time to time, from August 26, 2019, the date that is sixth months after the date of purchase, through February 26, 2024, the fifth anniversary of such date.
( 4 )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.

Remarks:
Exhibit List: Exhibit 99.1 - Joint Filers' Signatures

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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