Edgar Filing: REGENERON PHARMACEUTICALS INC

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

VAGELOS P ROY

2. Issuer Name and Ticker or Trading Symbol
REGENERON PHARMACEUTICALS INC [REGN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman of the Board

(Last)

(First)

(Middle)

777 OLD SAW MILL RIVER ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2012

(Street)

TARRYTOWN, NY 10591

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/28/2012		S⁽¹⁾		7,004	D	$ 175.03 ⁽²⁾	135,576	D
Common Stock	11/29/2012		S⁽¹⁾		1,800	D	$ 175.95 ⁽³⁾	133,776	D
Common Stock	11/29/2012		S⁽¹⁾		5,100	D	$ 176.54 ⁽⁴⁾	128,676	D
Common Stock	11/29/2012		S⁽¹⁾		4,402	D	$ 177.09 ⁽⁵⁾	124,274	D
Common Stock	11/29/2012		S⁽¹⁾		18,440	D	$ 178.71 ⁽⁶⁾	105,834	D
Common Stock	11/29/2012		S⁽¹⁾		19,733	D	$ 179.6 ⁽⁷⁾	86,101	D
Common Stock	11/29/2012		S⁽¹⁾		12,000	D	$ 180.59 ⁽⁸⁾	74,101	D
Common Stock	11/29/2012		S⁽¹⁾		17,155	D	$ 181.19 ⁽⁹⁾	56,946	D
Common Stock								82,410	I	by GRAT
Common Stock								2,329	I	By 401(k) Plan
Common Stock								162,657	I	by CLAT
Common Stock								15,162	I	by GRAT
Common Stock								3	I	by GRAT
Common Stock								127,500	I	by Spouse as Trustee ⁽¹⁰⁾
Common Stock								1,203	I	by trust for grandch ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VAGELOS P ROY 777 OLD SAW MILL RIVER ROAD TARRYTOWN, NY 10591	X		Chairman of the Board

Signatures

/s/**P. Roy Vagelos		11/30/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Disposition/acquisition made pursuant to a plan intended to comply with Rule 10b5-1(c).
(2)	Represents volume-weighted average price of sales of 7,004 shares of Company stock on November 28, 2012 at prices ranging from $175.00 to $175.16. 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 November 28, 2012 at each separate price.
(3)	Represents volume-weighted average price of sales of 1,800 shares of Company stock on November 29, 2012 at prices ranging from $175.45 to $175.99. 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 November 29, 2012 at each separate price.
(4)	Represents volume-weighted average price of sales of 5,100 shares of Company stock on November 29, 2012 at prices ranging from $176.00 to $176.99. 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 November 29, 2012 at each separate price.
(5)	Represents volume-weighted average price of sales of 4,402 shares of Company stock on November 29, 2012 at prices ranging from $177.00 to $177.61. 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 November 29, 2012 at each separate price.
(6)	Represents volume-weighted average price of sales of 18,440 shares of Company stock on November 29, 2012 at prices ranging from $178.51 to $178.98. 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 November 29, 2012 at each separate price.
(7)	Represents volume-weighted average price of sales of 19,733 shares of Company stock on November 29, 2012 at prices ranging from $179.00 to $179.93. 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 November 29, 2012 at each separate price.
(8)	Represents volume-weighted average price of sales of 12,000 shares of Company stock on November 29, 2012 at prices ranging from $180.00 to $180.99. 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 November 29, 2012 at each separate price.
(9)	Represents volume-weighted average price of sales of 17,155 shares of Company stock on November 29, 2012 at prices ranging from $181.00 to $181.80. 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 November 29, 2012 at each separate price.
(10)	By an irrevocable trust for the benefit of grandchildren of the reporting person, of which the spouse of the reporting person is trustee.
(11)	By a trust for the benefit of certain grandchildren of the reporting person, of which the reporting person and/or the spouse of the reporting person is trustee.

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