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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Stock | $ 0 (1) | 06/03/2011 | G(2) | V | 20,000 (2) | (1) | (1) | Common Stock | 20,000 | $ 0 | 20,000 | I | GRAT self (2) | ||
| Class A Stock | $ 0 (1) | 06/03/2011 | G(2) | V | 20,000 (2) | (1) | (1) | Common Stock | 20,000 | $ 0 | 20,000 | I | GRAT spouse (2) | ||
| Class A Stock | $ 0 (1) | 06/03/2011 | G(2) | V | 40,000 (2) | (1) | (1) | Common Stock | 40,000 | $ 0 | 36,911 | I | by Trust (3) | ||
| Non-Qualified Stock Option (right to buy) | $ 57.11 | 01/03/2012 | A | 15,000 | (4) | 01/03/2022 | Common Stock | 15,000 | (5) | 15,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SHOOTER ERIC M 777 OLD SAW MILL RIVER ROAD TARRYTOWN, NY 10591 |
X | |||
| /s/**Eric M. Shooter | 01/04/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Class A Stock of Regeneron Pharmaceuticals, Inc. ("Regeneron") converts to Common Stock of Regeneron on a one-to-one basis upon certain events. |
| (2) | 40,000 shares of Class A Stock were distributed by the Shooter Family Trust in equal amounts to each of the reporting person and his spouse, the beneficiaries of the Shooter Family Trust. Upon receipt of such shares, each of the reporting person and his spouse contributed such shares to a grantor retained annuity trust for the benefit of such person and the remaindermen, an adult child and her children. |
| (3) | The reporting person and his spouse are co-trustees and beneficiaries of the Shooter Family Trust. |
| (4) | The stock option becomes exercisable in three equal annual installments, commencing one year after the date of grant |
| (5) | Exercisable date, exercise date, exercise price, purchase price, sales price, and/or expiration date is/are not applicable in this case. |