Sec Form 4 Filing - YANCOPOULOS GEORGE @ REGENERON PHARMACEUTICALS, INC. - 2019-12-11

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 YANCOPOULOS GEORGE 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 (Last) (First) (Middle) 777 OLD SAW MILL RIVER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/11/2019 (Street) TARRYTOWN, NY10591 4. If Amendment, Date Original Filed (MM/DD/YY) 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 11/18/2019 G V 325,986 A $ 0 325,986 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 0 I by 2017 GRAT Common Stock 02/19/2019 G V 150,722 D $ 0 249,278 I by 2018 GRAT Co mmon Stock 06/13/2019 G V 500,000 A $ 0 500,000 I by 2019 GRAT Common Stock 02/19/2019 G V 150,722 A $ 0 753,316 I by Trust Common Stock 06/13/2019 G V 500,000 D $ 0 253,316 I by Trust Common Stock 08/05/2019 G V 75,036 A $ 0 328,352 I by Trust Common Stock 11/14/2019 G V 2,366 D $ 0 325,989 I by Trust Common Stock 11/18/2019 G V 325,986 D $ 0 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 (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 Class A Stock ( 2 ) 11/18/2019 G V 23,367 ( 3 ) ( 3 ) Common Stock 23,367 $ 0 23,367 D Class A Stock ( 2 ) 11/18/2019 G V 23,367 ( 3 ) ( 3 ) Common Stock 23,367 $ 0 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 $ 0 150,000 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 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 81,278 D Performance Stock Units ( 8 ) 12/11/2019 A 25,155 ( 8 ) ( 8 ) Common Stock 25,155 $ 0 25,155 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other YANCOPOULOS GEORGE 777 OLD SAW MILL RIVER ROAD TARRYTOWN, NY10591 X President and CSO Signatures /s/ George Yancopoulos 12/13/2019 Signature of Reporting Person Date

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 ofthe 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 ofgrant. ( 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.

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