Sec Form 4/A Filing - EDDLEMAN ROY T @ REPLIGEN CORP - 2018-05-08

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FORM 4/A
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
EDDLEMAN ROY T
2. Issuer Name and Ticker or Trading Symbol
REPLIGEN CORP [ RGEN]
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)
C/O TROYGOULD PC, 1801 CENTURY PARK E., 16TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2018
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
05/09/2018
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 05/08/2018 S 49,227 D $ 40.77 ( 1 ) 850,773 I As trustee ( 2 )
Common Stock 05/08/2018 S 25,000 D $ 40.66 ( 3 ) 455,000 I As trustee ( 4 )
Common Stock 05/09/2018 S 20,773 D $ 40.52 ( 5 ) 830,000 I As trustee ( 2 )
Common Stock 05/09/2018 S 25,000 D $ 40.37 ( 6 ) 430,000 I As trustee ( 4 )
Common Stock 357,518 D ( 7 )
Common Stock 3,044,826 I As trustee ( 8 )
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 Ex ercise 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EDDLEMAN ROY T
C/O TROYGOULD PC
1801 CENTURY PARK E., 16TH FLOOR
LOS ANGELES, CA90067
X
Signatures
/s/ Istvan Benko, Attorney-in-fact for Roy T. Eddleman 05/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $40.5515 to $41.0078, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the price ranges set forth in this footnote (1) and in footnotes (3) - (5) to this Form 4.
( 2 )The shares shown are held, of record, by a charitable remainder unitrust of which the reporting person is the sole trustee and, as such, has investment and voting control over such shares, and is a lifetime beneficiary. The reporting person disclaims as beneficial ownership of the shares except to the extent of his pecuniary interest therein.
( 3 )The price is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $40.5607 to $41.0107, inclusive.
( 4 )The shares shown are held, of record, by another charitable remainder unitrust of which the reporting person is the sole trustee and, as such, has investment and voting control over such shares, and is a lifetime beneficiary. The reporting person disclaims as beneficial ownership of the shares except to the extent of his pecuniary interest therein.
( 5 )The price is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $40.2401 to $40.70, inclusive.
( 6 )The price is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $40.2102 to $40.6022, inclusive.
( 7 )The shares shown are held for the benefit of the reporting person in a 15-month escrow account established in connection with the acquisition of Spectrum, Inc. by the issuer on August 1, 2017 and are subject to potential indemnification claims of the issuer relating to the acquisition.
( 8 )The shares shown are held of record by the Roy T. Eddleman Living Trust UAD 8-7-2000, of which the reporting person is the sole trustee, and as such, has investment and voting control over such shares.

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