SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G/A
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. 3)*
|
REGENERON
PHARMACEUTICALS, INC.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.001 per share
|
|
(Title
of Class of Securities)
|
|
75886F
10 7
|
|
(CUSIP
Number)
|
|
December
31, 2005
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
o
|
Rule
13d-1(b)
|
|
x
|
Rule
13d-1(c)
|
|
o
|
Rule
13d-1(d)
|
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act, but
shall be subject to all other provisions of the Act (however, see
the
Notes).
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page
2 ------
of
------ 12
Pages
|
|
1
|
Names
of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities
Only)
Kedge
Capital Funds Limited, Special Situations 1 Fund
|
||
|
2
|
Check
the Appropriate Box if a Member of a Group (a)
o
(See
Instructions) (b)
o
|
||
|
3
|
SEC
Use Only
|
||
|
4
|
Citizenship
or Place of Organization
Jersey
(Channel Islands)
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
0
|
|
|
6
|
Shared
Voting Power
0
|
||
|
7
|
Sole
Dispositive Power
0
|
||
|
8
|
Shared
Dispositive Power
0
|
||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
||
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o
(See
Instructions)
|
||
|
11
|
Percent
of Class Represented by Amount in Row (9)
0%
|
||
|
12
|
Type
of Reporting Person (See
Instructions)
CO
|
||
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page 3
------
of
------ 12
Pages
|
|
1
|
Names
of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities
Only)
Feldon
Invest SA
|
||
|
2
|
Check
the Appropriate Box if a Member of a
Group (a) o
(See
Instructions) (b)
o
|
||
|
3
|
SEC
Use Only
|
||
|
4
|
Citizenship
or Place of Organization
Panama
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
0
|
|
|
6
|
Shared
Voting Power
4,000,000
|
||
|
7
|
Sole
Dispositive Power
0
|
||
|
8
|
Shared
Dispositive Power
4,000,000
|
||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o
(See
Instructions)
|
||
|
11
|
Percent
of Class Represented by Amount in Row (9)
7.4%
|
||
|
12
|
Type
of Reporting Person (See
Instructions)
CO
|
||
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page 4
------
of
------- 12
Pages
|
|
1
|
Names
of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities
Only)
Emfeld
Ltd
|
||
|
2
|
Check
the Appropriate Box if a Member of a Group (a)
o
(See
Instructions)
(b)
o
|
||
|
3
|
SEC
Use Only
|
||
|
4
|
Citizenship
or Place of Organization
Cayman
Islands
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
0
|
|
|
6
|
Shared
Voting Power
4,000,000
|
||
|
7
|
Sole
Dispositive Power
0
|
||
|
8
|
Shared
Dispositive Power
4,000,000
|
||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o
(See
Instructions)
|
||
|
11
|
Percent
of Class Represented by Amount in Row (9)
7.4%
|
||
|
12
|
Type
of Reporting Person (See
Instructions)
CO
|
||
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page 5
------
of
------- 12
Pages
|
|
1
|
Names
of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities
Only)
Bertarelli
& Cie
|
||
|
2
|
Check
the Appropriate Box if a Member of a Group (a)
o
(See
Instructions) (b)
o
|
||
|
3
|
SEC
Use Only
|
||
|
4
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
0
|
|
|
6
|
Shared
Voting Power
0
|
||
|
7
|
Sole
Dispositive Power
0
|
||
|
8
|
Shared
Dispositive Power
0
|
||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
||
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o
(See
Instructions)
|
||
|
11
|
Percent
of Class Represented by Amount in Row (9)
0%
|
||
|
12
|
Type
of Reporting Person (See
Instructions)
OO
|
||
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page 6
------
of
------- 12
Pages
|
|
1
|
Names
of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities
Only)
Ernesto
Bertarelli
|
||
|
2
|
Check
the Appropriate Box if a Member of a
Group
(a)
o
(See
Instructions)
(b)
o
|
||
|
3
|
SEC
Use Only
|
||
|
4
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
0
|
|
|
6
|
Shared
Voting Power
4,000,000
|
||
|
7
|
Sole
Dispositive Power
0
|
||
|
8
|
Shared
Dispositive Power
4,000,000
|
||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o
(See
Instructions)
|
||
|
11
|
Percent
of Class Represented by Amount in Row (9)
7.4%
|
||
|
12
|
Type
of Reporting Person (See
Instructions)
IN
|
||
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page 7
------
of
------- 12
Pages
|
|
Item
1(a).
|
Name
of Issuer:
|
|
Regeneron
Pharmaceuticals, Inc.
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
|
777
Old Saw Mill River Road
|
|
Tarrytown,
New York 10591-6707
|
|
Item
2(a).
|
Names
of Persons Filing:
|
|
This
statement is being filed jointly
by:
|
|
(i)
|
Feldon
Invest SA, a Panamanian stock company, the holder of an aggregate
of
4,000,000 shares of the issuer’s common stock, par value $0.001;
|
|
(ii)
|
Emfeld
Ltd, a Cayman Islands stock company, which is the holder of all
of the
issued and outstanding capital stock of Feldon Invest SA;
and
|
|
(iii)
|
Ernesto
Bertarelli, an individual, who controls the voting and disposition
of the
shares of the common stock of the issuer held directly by Feldon
Invest SA
and indirectly by Emfeld Ltd.
|
In
addition, the following entities were previously, but are no longer, in the
corporate chain that owns the common stock of the issuer:
|
(i)
|
Kedge
Capital Funds Limited, Special Situations 1 Fund, a Jersey (Channel
Islands) corporation and
|
|
(ii)
|
Bertarelli
& Cie, a societe
en commandite par actions
organized under the laws of
Switzerland
|
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
For
Kedge
Capital Funds Limited, Special Situations 1 Fund:
Lord
Coutanche House
66-68
Esplanade
St.
Helier
Jersey
(Channel Islands)
JE4
5YQ
For
Feldon Invest SA:
Urbanizacion
Obarrio
Swiss
Bank Building
53rd
Street
Panama
City, Panama
For
Emfeld Ltd:
One
Capital Place
Second
Floor
P.O.
Box
1787
George
Town, Grand Cayman, Cayman Islands
For
Ernesto Bertarelli and Bertarelli & Cie:
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page 8
------
of
------- 12
Pages
|
c/o
Kedge
Capital (Suisse) SA
2,
Chemin
des Mines
CH-1202
Geneva
Switzerland
|
Item
2(c).
|
Citizenship:
|
Kedge
Capital Funds Limited, Special Situations 1 Fund: A corporation organized
under
the laws of Jersey (Channel Islands)
Feldon
Invest SA: A stock company organized under the laws of Panama
Emfeld
Ltd: A stock company organized under the laws of the Cayman Islands
Bertarelli
& Cie: A societe
en commandite par actions organized
under the laws of Switzerland
Ernesto
Bertarelli: Switzerland
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, par value $0.001 per share
|
Item
2(e).
|
CUSIP
Number:
|
75886F
10
7
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c),
Check Whether the Person Filing is
a:
|
Not
applicable.
|
Item
4.
|
Ownership.
|
The
ownership percentage set forth below is based on 53,810,695 shares of common
stock outstanding as of October 31, 2005, as reported in the issuer’s quarterly
report on Form 10-Q dated November 4, 2005.
With
respect to Kedge Capital Funds Limited, Special Situations 1 Fund:
|
(a)
|
Amount
beneficially owned: 0
|
|
(b)
|
Percent
of class: 0%
|
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
With
respect to Feldon Invest SA:
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page 9
------
of
------- 12
Pages
|
|
(a)
|
Amount
beneficially owned: 4,000,000
|
|
(b)
|
Percent
of class: 7.4%
|
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared
power to vote or to direct the vote:
4,000,000
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
4,000,000
|
With
respect to Emfeld Ltd:
|
(a)
|
Amount
beneficially owned: 4,000,000
|
|
(b)
|
Percent
of class: 7.4%
|
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared
power to vote or to direct the vote:
4,000,000
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 4,000,000
|
With
respect to Bertarelli & Cie:
|
(a)
|
Amount
beneficially owned: 0
|
|
(b)
|
Percent
of class: 0%
|
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
With
respect to Ernesto Bertarelli:
|
(a)
|
Amount
beneficially owned: 4,000,000
|
|
(b)
|
Percent
of class: 7.4%
|
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page 10
------
of
------- 12
Pages
|
|
(ii)
|
Shared
power to vote or to direct the vote:
4,000,000
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
4,000,000
|
|
Item
5.
|
Ownership
of Five Percent or Less of a
Class.
|
x
Kedge Capital Funds Limited, Special Situations 1 Fund and Bertarelli & Cie
are no longer part of the corporate chain that owns shares of the common
stock
of the issuer.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company or Control
Person.
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
|
Item
10.
|
Certifications.
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection with
or as a
participant in any transaction having that purpose or effect.
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page
11 ------
of
------- 12
Pages
|
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we certify
that
the information set forth in this statement is true, complete and
correct.
|
Dated:
February 14, 2006
|
|||
|
KEDGE
CAPITAL FUNDS LIMITED, SPECIAL SITUATIONS 1 FUND
|
|||
|
/s/
Thomas J. Plotz
|
|||
|
By:
Thomas J. Plotz
|
|||
|
Title:
Attorney-in-Fact
|
|||
|
FELDON
INVEST SA
|
|||
|
/s/
Thomas J. Plotz
|
|||
|
By:
Thomas J. Plotz
|
|||
|
Title:
Attorney-in-Fact
|
|||
|
EMFELD
LTD
|
|||
|
/s/
Thomas J. Plotz
|
|||
|
By:
Thomas J. Plotz
|
|||
|
Title:
Attorney-in-Fact
|
|||
|
BERTARELLI
& CIE
|
|||
|
/s/
Thomas J. Plotz
|
|||
|
By:
Thomas J. Plotz
|
|||
|
Title:
Attorney-in-Fact
|
|||
|
/s/
Ernesto Bertarelli*
|
|||
|
Ernesto
Bertarelli
|
|||
|
*
By:
|
||
|
/s/
Thomas J. Plotz
|
||
|
Thomas
J. Plotz, Attorney-in-Fact
|
|
CUSIP
No. 75886F 10 7
|
13G/A
|
Page
12 ------
of
------- 12
Pages
|
EXHIBITS
*1.
Power
of Attorney of Feldon Invest SA
*2.
Power
of Attorney of Emfeld Ltd
*3.
Power
of Attorney of Bertarelli & Cie
*4.
Power
of Attorney of Ernesto Bertarelli
**5.
Joint Filing Agreement Pursuant to Rule 13d-1(k)(1)
**6.
Power of Attorney of Kedge Capital Funds Limited, Special Situations 1
Fund
*Previously
filed as an exhibit to the Schedule 13G filed by Feldon Invest SA, Emfeld
Ltd.,
Bertarelli & Cie and Ernesto Bertarelli with the Securities and Exchange
Commission on April 2, 2001 and incorporated herein by reference.
**
Previously filed as an exhibit to the Schedule 13G/A filed by Kedge Capital
Funds Limited, Special Situations 1 Fund, Feldon Invest SA, Emfeld Ltd.,
Bertarelli & Cie and Ernesto Bertarelli with the Securities and Exchange
Commission on September 4, 2002 and incorporated herein by
reference.