Statement of Changes in Beneficial Ownership (4)

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

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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 * MCNAY JOSEPH C	2. Issuer Name and Ticker or Trading Symbol REGENERX BIOPHARMACEUTICALS INC [ RGRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O REGENERX BIOPHARMACEUTICALS, INC., 15245 SHADY GROVE ROAD, SUITE 470	3. Date of Earliest Transaction (MM/DD/YYYY) 6/10/2020
(Street) ROCKVILLE, MD 20850 (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								6524122	D

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
Stock Option (right to buy)	$.21							(1)	3/25/2021	Common Stock	120000		120000	D
Stock Option (right to buy)	$.19							(1)	2/11/2022	Common Stock	100000		100000	D
Stock Option (right to buy)	$.36							(1)	6/30/2022	Common Stock	100000		100000	D
Stock Option (right to buy)	$.64							(1)	3/16/2023	Common Stock	100000		100000	D
Stock Option (right to buy)	$.28							(2)	9/1/2027	Common Stock	125000		125000	D
Stock Option (right to buy)	$.21							(3)	7/17/2028	Common Stock	200000		200000	D
Stock Option (right to buy)	$.21							(4)	5/15/2029	Common Stock	250000		250000	D
Stock Option (right to buy)	$.30	6/10/2020		A		250000		(5)	6/10/2030	Common Stock	250000	$0	250000	D
Convertible Promissory Note (right to buy)	$.12							2/27/2019	2/27/2024	Common Stock	104167		$12500.00	D
Convertible Promissory Note (right to buy)	$.12							5/13/2019	5/13/2024	Common Stock	104167		$12500.00	D
Common Stock Warrant (right to buy)	$.18							8/27/2019	2/27/2024	Common Stock	78125		78125	D
Common Stock Warrant (right to buy)	$.18							11/13/2019	5/13/2024	Common Stock	78125		78125	D

Explanation of Responses:
(1)	100% vested.
(2)	31,250 shares vest on each of 9/1/17, 9/1/18, 9/1/19 and 9/1/20.
(3)	50,000 shares vest on each of 7/17/18, 7/17/19, 7/17/20 and 7/17/21.
(4)	62,500 shares vest on each of 5/15/19, 5/15/20, 5/15/21 and 5/15/22.
(5)	62,500 shares vest on each of 6/10/20, 6/10/21, 6/10/22 and 6/10/23.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCNAY JOSEPH C C/O REGENERX BIOPHARMACEUTICALS, INC. 15245 SHADY GROVE ROAD, SUITE 470 ROCKVILLE, MD 20850	X

Signatures
/s/ Andrew Nick as Attorney-in-Fact for Joseph C. McNay pursuant to Power of Attorney previously filed.		6/12/2020
**Signature of Reporting Person		Date