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 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
                      

1. Name and Address of Reporting Person *

Sinaf S.A. 		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)

11-13, BOULEVARD DE LA FOIRE 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/19/2012
(Street)

LUXEMBOURG, N4 L-1528
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Convertible Promissory Note (right to buy)   $0.15   10/19/2012     P      $200000       10/19/2012     (1) Common Stock     (1) $200000   $200000   D    
Common Stock Warrant (right to buy)   $0.15   10/19/2012     J   (2)    1       4/19/2013   10/19/2017   Common Stock   266667     (2) 1   D    

Explanation of Responses:
( 1)  On October 19, 2012, the reporting person purchased a $200,000 convertible promissory note (the "Note") from the issuer in a private placement. The Note and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the Note into common stock at a conversion price of $0.15 per share. The Note is payable upon the written demand of the holder thereof at any time after October 19, 2014 (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 1,333,333 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.
( 2)  The warrant was issued by the issuer to the reporting person in consideration of the reporting person's purchase of the Note.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sinaf S.A.
11-13, BOULEVARD DE LA FOIRE
LUXEMBOURG, N4 L-1528
X


Signatures
/s/ Fabio Poma, Attorney-in-fact 10/22/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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