| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
REGENERON PHARMACEUTICALS INC [ REGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/06/2013 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 05/06/2013 | M | 3,428 | A | $24.41 | 3,428 | D | |||
| Common Stock | 05/06/2013 | S | 3,428 | D | $256.49(1) | 0 | D | |||
| Common Stock | 05/06/2013 | M | 1,572 | A | $24.41 | 1,572 | D | |||
| Common Stock | 05/06/2013 | S | 1,572 | D | $257.13(2) | 0 | D | |||
| Common Stock | 05/06/2013 | M | 2,202 | A | $33.42 | 2,202 | D | |||
| Common Stock | 05/06/2013 | S | 2,202 | D | $257.7(3) | 0 | D | |||
| Common Stock | 05/06/2013 | M | 2,759 | A | $33.42 | 2,759 | D | |||
| Common Stock | 05/06/2013 | S | 2,759 | D | $258.49(4) | 0 | D | |||
| Common Stock | 05/06/2013 | M | 5,039 | A | $33.42 | 5,039 | D | |||
| Common Stock | 05/06/2013 | S | 5,039 | D | $260.4(5) | 0 | D | |||
| Common Stock | 05/06/2013 | M | 66 | A | $57.11 | 66 | D | |||
| Common Stock | 05/06/2013 | S | 66 | D | $260.96 | 0 | D | |||
| Common Stock | 05/06/2013 | M | 1,639 | A | $57.11 | 1,639 | D | |||
| Common Stock | 05/06/2013 | S | 1,639 | D | $261.42(6) | 0 | D | |||
| Common Stock | 05/06/2013 | M | 2,695 | A | $57.11 | 2,695 | D | |||
| Common Stock | 05/06/2013 | S | 2,695 | D | $262.28(7) | 0 | D | |||
| Common Stock | 05/06/2013 | M | 200 | A | $57.11 | 200 | D | |||
| Common Stock | 05/06/2013 | S | 200 | D | $263.98(8) | 0 | D | |||
| Common Stock | 05/06/2013 | M | 400 | A | $57.11 | 400 | D | |||
| Common Stock | 05/06/2013 | S | 400 | D | $264.13 | 0 | D | |||
| Common Stock | 05/06/2013 | C(9) | 5,000 | A | $0.0 | 7,500 | I | GRAT self | ||
| Common Stock | 05/06/2013 | S | 5,000 | D | $262.77(10) | 2,500 | I | GRAT self | ||
| Common Stock | 05/06/2013 | C(9) | 5,000 | A | $0.0 | 7,500 | I | GRAT spouse | ||
| Common Stock | 05/06/2013 | S | 400 | D | $258.78(11) | 7,100 | I | GRAT spouse | ||
| Common Stock | 05/06/2013 | S | 200 | D | $259.32(12) | 6,900 | I | GRAT spouse | ||
| Common Stock | 05/06/2013 | S | 2,100 | D | $260.61(13) | 4,800 | I | GRAT spouse | ||
| Common Stock | 05/06/2013 | S | 900 | D | $261.65(14) | 3,900 | I | GRAT spouse | ||
| Common Stock | 05/06/2013 | S | 1,200 | D | $262.35(15) | 2,700 | I | GRAT spouse | ||
| Common Stock | 05/06/2013 | S | 200 | D | $264.18(16) | 2,500 | I | GRAT spouse | ||
|
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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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(17) | $0.0(17) | 05/06/2013 | C(9) | 5,000 | (17) | (17) | Common Stock | 5,000 | $0.0 | 17,500 | I | GRAT self | |||
| Class A Stock(17) | $0.0(17) | 05/06/2013 | C(9) | 5,000 | (17) | (17) | Common Stock | 5,000 | $0.0 | 17,500 | I | GRAT spouse | |||
| Non-Qualified Stock Option (right to buy) | $24.41 | 05/06/2013 | M | 3,428 | (18) | 01/04/2020 | Common Stock | 3,428 | (17) | 1,572 | D | ||||
| Non-Qualified Stock Option (right to buy) | $24.41 | 05/06/2013 | M | 1,572 | (18) | 01/04/2020 | Common Stock | 1,572 | (17) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $33.42 | 05/06/2013 | M | 2,202 | (18) | 01/03/2021 | Common Stock | 2,202 | (17) | 12,798 | D | ||||
| Non-Qualified Stock Option (right to buy) | $33.42 | 05/06/2013 | M | 2,759 | (18) | 01/03/2021 | Common Stock | 2,759 | (17) | 10,039 | D | ||||
| Non-Qualified Stock Option (right to buy) | $33.42 | 05/06/2013 | M | 5,039 | (18) | 01/03/2021 | Common Stock | 5,039 | (17) | 5,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $57.11 | 05/06/2013 | M | 66 | (18) | 01/03/2022 | Common Stock | 66 | (17) | 14,934 | D | ||||
| Non-Qualified Stock Option (right to buy) | $57.11 | 05/06/2013 | M | 1,639 | (18) | 01/03/2022 | Common Stock | 1,639 | (17) | 13,295 | D | ||||
| Non-Qualified Stock Option (right to buy) | $57.11 | 05/06/2013 | M | 2,695 | (18) | 01/03/2022 | Common Stock | 2,695 | (17) | 10,600 | D | ||||
| Non-Qualified Stock Option (right to buy) | $57.11 | 05/06/2013 | M | 200 | (18) | 01/03/2022 | Common Stock | 200 | (17) | 10,400 | D | ||||
| Non-Qualified Stock Option (right to buy) | $57.11 | 05/06/2013 | M | 400 | (18) | 01/03/2022 | Common Stock | 400 | (17) | 10,000 | D | ||||
| Explanation of Responses: |
| 1. Represents volume-weighted average price of sales of 3,428 shares of Company stock on May 6, 2013 at prices ranging from $255.91 to $255.82. 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 May 6, 2013 at each separate price. |
| 2. Represents volume-weighted average price of sales of 1,572 shares of Company stock on May 6, 2013 at prices ranging from $257.00 to $257.37. 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 May 6, 2013 at each separate price. |
| 3. Represents volume-weighted average price of sales of 2,202 shares of Company stock on May 6, 2013 at prices ranging from $257.36 to $257.91. 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 May 6, 2013 at each separate price. |
| 4. Represents volume-weighted average price of sales of 2,759 shares of Company stock on May 6, 2013 at prices ranging from $258.02 to $258.87. 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 May 6, 2013 at each separate price. |
| 5. Represents volume-weighted average price of sales of 5,039 shares of Company stock on May 6, 2013 at prices ranging from $260.24 to $260.96. 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 May 6, 2013 at each separate price. |
| 6. Represents volume-weighted average price of sales of 1,639 shares of Company stock on May 6, 2013 at prices ranging from $261.00 to $261.73. 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 May 6, 2013 at each separate price. |
| 7. Represents volume-weighted average price of sales of 2,695 shares of Company stock on May 6, 2013 at prices ranging from $262.00 to $262.99. 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 May 6, 2013 at each separate price. |
| 8. Represents volume-weighted average price of sales of 200 shares of Company stock on May 6, 2013 at prices ranging from $263.96 to $263.99. 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 May 6, 2013 at each separate price. |
| 9. Class A Stock of the Company converts to Common Stock of the Company on a one-to-one basis upon certain events. |
| 10. Represents volume-weighted average price of sales of 5,000 shares of Company stock on May 6, 2013 at prices ranging from $262.05 to $262.98. 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 May 6, 2013 at each separate price. |
| 11. Represents volume-weighted average price of sales of 400 shares of Company stock on May 6, 2013 at prices ranging from $258.65 to $258.97. 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 May 6, 2013 at each separate price. |
| 12. Represents volume-weighted average price of sales of 200 shares of Company stock on May 6, 2013 at prices ranging from $259.00 to $259.64. 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 May 6, 2013 at each separate price. |
| 13. Represents volume-weighted average price of sales of 2,100 shares of Company stock on May 6, 2013 at prices ranging from $260.12 to $260.90. 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 May 6, 2013 at each separate price. |
| 14. Represents volume-weighted average price of sales of 900 shares of Company stock on May 6, 2013 at prices ranging from $261.40 to $261.91. 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 May 6, 2013 at each separate price. |
| 15. Represents volume-weighted average price of sales of 1,200 shares of Company stock on May 6, 2013 at prices ranging from $262.01 to $262.99. 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 May 6, 2013 at each separate price. |
| 16. Represents volume-weighted average price of sales of 200 shares of Company stock on May 6, 2013 at prices ranging from $264.17 to $264.18. 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 May 6, 2013 at each separate price. |
| 17. Exercisable date, exercise date, exercise price, purchase price, sales price, and/or expiration date is/are not applicable in this case. |
| 18. The stock option becomes exercisable in three equal annual installments, commencing one year after the date of grant. |
| /s/**Eric M. Shooter | 05/07/2013 | |
| ** 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 Number. | ||