SEC Filing - Regenxbio Inc

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Vasista Vittal

(Last)

(First)

(Middle)

C/O REGENXBIO INC.

9712 MEDICAL CENTER DRIVE, SUITE 100

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2015

3. Issuer Name and Ticker or Trading Symbol
REGENXBIO Inc. [ RGNX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾⁽²⁾	09/23/2024	Common Stock	324,900	0.85	D
Employee Stock Option (Right to Buy)	⁽³⁾	05/18/2025	Common Stock	30,000	3.76	D
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	15,440	⁽⁴⁾	D

Explanation of Responses:

1. 284,683 of the shares subject to the option shall be initial shares ("Initial Shares") and 140,217 of the shares subject to the option shall be contingent shares ("Contingent Shares"). 72,235 of the Initial Shares vested on September 17, 2014. Upon one year of continuous service to the Company after September 17, 2014, an additional 53,112 of the Initial Shares shall vest and an additional 4,426 of the Initial Shares shall vest upon each month of continuous service to the Company thereafter. 25% of the Contingent Shares were deemed vested as of September 17, 2014 on January 13, 2015 due to a subsequent event. The remainder of the Contingent Shares shall vest over four years of service following September 17, 2014, with 25% of the remaining 75% of Contingent Shares vesting upon one year of continuous service to the Company after September 17, 2014 and the remaining Contingent Shares vesting in 36 equal monthly installments thereafter.

2. (Continued from footnote 1) Notwithstanding the foregoing, 59,533 shares subject to this option that would have been vested monthly between January 2018 and September 2018 will vest subject to the following achievement goals which must be completed by December 31, 2015: 14,883 shares will vest upon completion of the Issuer's initial public offering, 14,883 shares will vest following the hiring and on-boarding of a new Chief Financial Officer, 14,883 shares will vest upon the establishment of a manufacturing collaboration, and 14,884 shares will vest following the in-licensing of one new clinical-stage program.

3. The option vests over four years of service following May 19, 2015, with 25% vesting upon completion of one year of service and in 36 equal monthly installments thereafter.

4. Each share of 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.

Remarks:

Chief Financial Officer, Senior Vice President of Corporate Development and Treasurer

	/s/ Vittal Vasista	09/16/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.