Regeneron Pharmaceuticals, Inc.
REGENERON PHARMACEUTICALS INC (Form: 4, Received: 06/16/2016 17:48:54)
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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

Sanofi
2. Issuer Name and Ticker or Trading Symbol

REGENERON PHARMACEUTICALS INC [ REGN ]
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)

54, RUE LA BOETIE
3. Date of Earliest Transaction (MM/DD/YYYY)

6/14/2016
(Street)

PARIS, I0 75008
(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
Common Stock   6/14/2016     P    6607   (1) (2) A $361.4392   (1) (3) 23360272   I   See note   (4)
Common Stock   6/14/2016     P    19708   (1) (2) A $362.1509   (1) (5) 23379980   I   See note   (4)
Common Stock   6/14/2016     P    4745   (1) (2) A $363.2826   (1) (6) 23384725   I   See note   (4)
Common Stock   6/14/2016     P    5836   (1) (2) A $364.0373   (1) (7) 23390561   I   See note   (4)
Common Stock   6/14/2016     P    16935   (1) (2) A $365.2133   (1) (8) 23407496   I   See note   (4)
Common Stock   6/14/2016     P    9893   (1) (2) A $366.3964   (1) (9) 23417389   I   See note   (4)
Common Stock   6/14/2016     P    1007   (1) (2) A $367.0462   (1) (10) 23418396   I   See note   (4)

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

Explanation of Responses:
( 1)  The number of securities reported represents an aggregate number of shares purchased in multiple market transactions over a range of purchase prices. The price reported represents the weighted average price per share. The Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares purchased by the Reporting Person at each separate price within the range.
( 2)  Represents shares acquired directly by sanofi-aventis Amerique du Nord ("SAAN").
( 3)  Purchase prices range from $360.72 to $361.71 per share, inclusive.
( 4)  Indirectly owned through (a) SAAN, a direct, wholly-owned subsidiary of Sanofi, and (b) Aventis Pharmaceuticals Inc. ("Aventis"), an indirect, wholly-owned subsidiary of SAAN. After giving effect to all acquisitions reported on this Form 4, the number of shares beneficially owned directly by SAAN and Aventis was 20,618,844 shares and 2,799,552 shares, respectively. Pursuant to the Amended and Restated Investor Agreement, dated as of January 11, 2014, by and among Sanofi, SAAN, sanofi-aventis US LLC, Aventis (collectively, the "Sanofi Parties") and the Issuer, the Sanofi Parties have agreed to vote their respective shares of the Issuer, subject to specified exceptions, in accordance with the recommendation of the Issuer's Board of Directors.
( 5)  Purchase prices range from $361.72 to $362.71 per share, inclusive.
( 6)  Purchase prices range from $362.72 to $363.63 per share, inclusive.
( 7)  Purchase prices range from $363.73 to $364.71 per share, inclusive.
( 8)  Purchase prices range from $364.73 to $365.71 per share, inclusive.
( 9)  Purchase prices range from $365.99 to $366.87 per share, inclusive.
( 10)  Purchase prices range from $367.01 to $367.23 per share, inclusive.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sanofi
54, RUE LA BOETIE
PARIS, I0 75008

X


Signatures
/s/ Alexandra Roger 6/16/2016
** 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.