SEC Form 4 · accession 0000899243-15-005211
REGENXBIO Inc. · RGNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Allan M. Fox
Director · 10% Owner
Period of report
Sep 22, 2015
Accepted (ET)
Sep 22, 2015 · 5:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001590877
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 22, 2015 | C | 722,485 | — | A | 722,485 | I | See Footnote |
| Common StockF1,F3 | Sep 22, 2015 | C | 722,485 | — | A | 722,485 | I | See Footnote |
| Common StockF1,F3 | Sep 22, 2015 | C | 853,915 | — | A | 1,576,400 | I | See Footnote |
| Common StockF1,F3 | Sep 22, 2015 | C | 478,463 | — | A | 2,054,863 | I | See Footnote |
| Common StockF4 | holding | — | — | — | 443,700 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F1 | — | Sep 22, 2015 | C | 722,485 | D | — | — | Common Stock | 722,485 | 0 | I |
| Series A Preferred StockF3,F1 | — | Sep 22, 2015 | C | 722,485 | D | — | — | Common Stock | 722,485 | 0 | I |
| Series B Preferred StockF3,F1 | — | Sep 22, 2015 | C | 853,915 | D | — | — | Common Stock | 853,915 | 0 | I |
| Series C Preferred StockF3,F1 | — | Sep 22, 2015 | C | 478,463 | D | — | — | Common Stock | 478,463 | 0 | I |
Explanation of responses
- F1Each share of Preferred Series A, Preferred Series B, and Preferred Series C Stock is convertible and will automatically convert on a 1:1 basis into the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. These shares have no expiration date.
- F2The Reporting Person is a trustee of The Allan M. Fox Trust (U/A/D April 21, 2015), the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise or such portion of the shares of common stock of the Issuer held by The Allan M. Fox Trust (U/A/D April 21, 2015), in which the Reporting Person has no pecuniary interest.
- F3The Reporting Person is a trustee of The Allan M. Fox Revocable Trust, the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise or such portion of the shares of common stock of the Issuer held by The Allan M. Fox Revocable Trust, in which the Reporting Person has no pecuniary interest.
- F4The Reporting Person holds shared dispositive power over the shares held by FoxKiser Holdings, LLC with John Daniel Kiser, with the Reporting Person having a 60% voting interest in FoxKiser Holdings, LLC.