SEC Form 4 · accession 0001193805-15-001622
REGENXBIO Inc. · RGNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
DEERFIELD MANAGEMENT CO
10% Owner · Other
Deerfield Mgmt L.P.
10% Owner · Other
DEERFIELD PARTNERS, LP
10% Owner · Other
James E Flynn
10% Owner · Other
Deerfield International Master Fund, L.P.
10% Owner · Other
Deerfield Private Design Fund III, L.P.
10% Owner · Other
Deerfield Mgmt III, L.P.
10% Owner · Other
Period of report
Sep 22, 2015
Accepted (ET)
Sep 22, 2015 · 10:48 am 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,F3,F4 | Sep 22, 2015 | C | 771,963 | — | A | 771,963 | I | Through Deerfield Private Design III Fund, L.P. |
| Common StockF2,F3,F4 | Sep 22, 2015 | C | 397,079 | — | A | 1,169,042 | I | Through Deerfield Private Design III Fund, L.P. |
| Common StockF3,F4 | Sep 22, 2015 | P | 87,500 | $22.00 | A | 1,256,542 | I | Through Deerfield Private Design III Fund, L.P. |
| Common StockF3,F4 | Sep 22, 2015 | P | 38,500 | $22.00 | A | 38,500 | I | Through Deerfield Partners, L.P. |
| Common StockF3,F4 | Sep 22, 2015 | P | 49,000 | $22.00 | A | 49,000 | I | Through Deerfield International Master Fund, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF1,F3,F4 | — | Sep 22, 2015 | C | 771,963 | D | — | — | Common Stock | 771,963 | 0 | I |
| Series D Convertible Preferred StockF2,F3,F4 | — | Sep 22, 2015 | C | 397,079 | D | — | — | Common Stock | 397,079 | 0 | I |
Explanation of responses
- F1Each share of Series C Convertible Preferred Stock automatically converted into one (1) share of Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
- F2Each share of Series D Convertible Preferred Stock automatically converted into one (1) share of Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
- F3This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P., and Deerfield International Master Fund, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P. and Deerfield Management Company, L.P.
- F4In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn.