Statement of Changes in Beneficial Ownership (4)
December 13 2019 - 5:44PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
VAGELOS P ROY |
2. Issuer Name and Ticker or Trading Symbol
REGENERON PHARMACEUTICALS, INC.
[
REGN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board |
(Last)
(First)
(Middle)
777 OLD SAW MILL RIVER ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/11/2019 |
(Street)
TARRYTOWN, NY 10591
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/12/2019 | | M(1) | | 107655 | A | $21.25 | 412140 | D | |
Common Stock | 12/12/2019 | | F(1) | | 55813 | D | $377.16 | 356327 | D | |
Common Stock | 12/13/2019 | | S(1) | | 632 | D | $373.26 (2) | 355695 | D | |
Common Stock | 12/13/2019 | | S(1) | | 6873 | D | $374.79 (3) | 348822 | D | |
Common Stock | 12/13/2019 | | S(1) | | 21910 | D | $375.55 (4) | 326912 | D | |
Common Stock | 12/13/2019 | | S(1) | | 13060 | D | $376.36 (5) | 313852 | D | |
Common Stock | 12/13/2019 | | S(1) | | 5732 | D | $377.47 (6) | 308120 | D | |
Common Stock | 12/13/2019 | | S(1) | | 3602 | D | $378.38 (7) | 304518 | D | |
Common Stock | 12/13/2019 | | S(1) | | 33 | D | $379.14 (8) | 304485 | D | |
Common Stock | | | | | | | | 2326 | I | By 401(k) Plan |
Common Stock | | | | | | | | 144897 | I | by CLAT |
Common Stock | | | | | | | | 83652 | I | by Spouse as Trustee |
Common Stock | | | | | | | | 1203 | I | by trust for grandch (9) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Non-Qualified Stock Option (right to buy) | $21.25 | 12/12/2019 | | M (1) | | | 107655 | (10) | 12/18/2019 | Common Stock | 107655 | $0.0 | 0 | D | |
Non-Qualified Stock Option (right to buy) | $372.46 | 12/11/2019 | | A | | 29177 | | (11) | 12/11/2029 | Common Stock | 29177 | $0.0 | 29177 | D | |
Performance Stock Units | (12) | 12/11/2019 | | A | | 9086 | | (12) | (12) | Common Stock | 9086 | $0.0 | 9086 | D | |
Explanation of Responses: |
(1) | Disposition/acquisition made pursuant to a plan intended to comply with Rule 10b5-1(c). |
(2) | Represents volume-weighted average price of sales of 632 shares of Company stock on December 13, 2019 at prices ranging from $373.21 to $373.51. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on December 13, 2019 at each separate price. |
(3) | Represents volume-weighted average price of sales of 6,873 shares of Company stock on December 13, 2019 at prices ranging from $374.22 to $374.99. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on December 13, 2019 at each separate price. |
(4) | Represents volume-weighted average price of sales of 21,910 shares of Company stock on December 13, 2019 at prices ranging from $375.02 to $375.99. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on December 13, 2019 at each separate price. |
(5) | Represents volume-weighted average price of sales of 13,060 shares of Company stock on December 13, 2019 at prices ranging from $376.00 to $376.99. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on December 13, 2019 at each separate price. |
(6) | Represents volume-weighted average price of sales of 5,732 shares of Company stock on December 13, 2019 at prices ranging from $377.01 to $377.99. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on December 13, 2019 at each separate price. |
(7) | Represents volume-weighted average price of sales of 3,602 shares of Company stock on December 13, 2019 at prices ranging from $378.07 to $378.97. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on December 13, 2019 at each separate price. |
(8) | Represents volume-weighted average price of sales of 33 shares of Company stock on December 13, 2019 at prices ranging from $379.06 to $379.19. Upon request by the Commission staff, the Company, or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold by the reporting person on December 13, 2019 at each separate price. |
(9) | By a trust for the benefit of certain grandchildren of the reporting person, of which the reporting person and/or the spouse of the reporting person is trustee. |
(10) | The stock option award (combined incentive stock option and non-qualified stock option) vests in four equal annual installments, commencing one year after the date of grant. |
(11) | The stock option award vests in four equal annual installments, commencing one year after the date of grant. |
(12) | 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 4,038 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
VAGELOS P ROY 777 OLD SAW MILL RIVER ROAD TARRYTOWN, NY 10591 | X |
| Chairman of the Board |
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Signatures
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By: Beverly Dubs, as attorney-in-fact For: P. Roy Vagelos | | 12/13/2019 |
**Signature of Reporting Person | Date |
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