SEC Form 4 · accession 0001209191-16-100634

AveXis, Inc. · AVXS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Paul B Manning

Director · Other

PBM Capital Investments, LLC

Other

Period of report

Feb 17, 2016

Accepted (ET)

Feb 19, 2016 · 5:04 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001652923

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Feb 17, 2016	C	8,469	—	A	227,646	D
Common Stock^F1,F3	Feb 17, 2016	C	941	—	A	25,293	I	By LLC
Common Stock^F1,F4	Feb 17, 2016	C	1,659,237	—	A	1,659,237	I	By LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B-1 Common Stock^F2,F1	—	Feb 17, 2016	C	8,469	D	—	—	Common Stock	8,469	0	D
Class B-1 Common Stock^F3,F1	—	Feb 17, 2016	C	941	D	—	—	Common Stock	941	0	I
Class B-1 Common Stock^F4,F1	—	Feb 17, 2016	C	1,659,237	D	—	—	Common Stock	1,659,237	0	I
Warrants to purchase Class B-2 Common Stock (Right to Buy)^F6,F5,F1	$2.57	Feb 17, 2016	C	130,623	D	—	Mar 7, 2024	Class B-2 Common Stock	130,623	0	I
Warrants to purchase Class B-2 Common Stock (Right to Buy)^F6,F5,F1	$2.57	Feb 17, 2016	C	137,154	D	—	May 4, 2025	Class B-2 Common Stock	137,154	0	I
Warrants to purchase Common Stock (Right to Buy)^F6,F5	$2.57	Feb 17, 2016	C	130,623	A	—	Mar 7, 2024	Common Stock	130,623	130,623	I
Warrants to purchase Common Stock (Right to Buy)^F6,F5	$2.57	Feb 17, 2016	C	137,154	A	—	May 4, 2025	Common Stock	137,154	137,154	I

Explanation of responses

F1Each share of the Class B-1 Common Stock and the Class B-2 Common Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Class B-1 Common Stock and the Class B-2 Common Stock had no expiration date.
F2These shares are held by Mr. Manning together with his spouse as Joint Tenants with Right of Survivorship.
F3These shares are held by BKB Growth Investments, LLC ("BKB"). Mr. Manning is a co-manager of BKB and, as such, has unilateral voting and investment power with respect to the shares held by BKB. Mr. Manning disclaims beneficial ownership of the shares held by BKB except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F4These shares are held by PBM Capital Investments, LLC ("PBM"). Mr. Manning has the sole voting and investment power with respect to the shares held by the PBM. Mr. Manning disclaims beneficial ownership of the shares held by PBM except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F5Immediately exercisable.
F6These Warrants are held by PBM. Mr. Manning has the sole voting and investment power with respect to the shares issuable upon exercise of the Warrants held by PBM. Mr. Manning disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks

As of the date of event requiring this filing, the Reporting Persons are no longer 10% owners of the equity securities of the Issuer and, accordingly, they are not subject Section 16 reporting in connection with their transactions in the equity securities of the Issuer. However, Mr. Manning, a director of the Issuer, continues to have a filing obligation under Section 16 and will continue to report any such transactions on Form 4 or Form 5.