SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Simpson Curran (Last) (First) (Middle) C/O REGENXBIO INC. 9600 BLACKWELL ROAD, SUITE 210 (Street) ROCKVILLE MD 20850 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REGENXBIO Inc. [ RGNX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Product Development & CTO
	3. Date of Earliest Transaction (Month/Day/Year) 02/05/2020
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	02/05/2020		M(1)		2,708	A	$13.09	25,856	D
Common Stock	02/05/2020		M(1)		1,000	A	$19.5	26,856	D
Common Stock	02/05/2020		M(1)		958	A	$22	27,814	D
Common Stock	02/05/2020		M(1)		471	A	$35.8	28,285	D
Common Stock	02/05/2020		S(1)		5,637	D	$50(2)	22,648	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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)	$35.8	02/05/2020		M(1)			471	(3)	01/03/2028	Common Stock	471	$0.00	39,979	D
Stock Option (Right to Buy)	$22	02/05/2020		M(1)			958	(4)	08/30/2025	Common Stock	958	$0.00	21,561	D
Stock Option (Right to Buy)	$19.5	02/05/2020		M(1)			1,000	(5)	01/03/2027	Common Stock	1,000	$0.00	12,378	D
Stock Option (Right to Buy)	$13.09	02/05/2020		M(1)			2,708	(6)	01/27/2026	Common Stock	2,708	$0.00	0.00	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan.

2. This transaction was executed in multiple trades at prices ranging from $50.00 to $50.05. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. The previously granted option, representing a right to purchase a total of 55,000 shares, became exercisable as follows: 25% of the shares subject to this option vested on January 3, 2019, and the balance vests in equal monthly installments over the 36 months thereafter while the optionee provides continuous service to the Issuer.

4. The previously granted option, representing a right to purchase a total of 230,500 shares, became exercisable as follows: 25% of the shares subject to this option vested on August 31, 2016, and the balance vested in equal monthly installments over the 36 months thereafter.

5. The previously granted option, representing a right to purchase a total of 30,000 shares, became exercisable as follows: 25% of the shares subject to this option vested on January 4, 2018, and the balance vests in equal monthly installments over the 36 months thereafter while the optionee provides continuous service to the Issuer.

6. The previously granted option, representing a right to purchase a total of 10,000 shares, became exercisable as follows: 25% of the shares subject to this option vested on January 28, 2017, and the balance vested in equal monthly installments over the 36 months thereafter.

Remarks:

	/s/ Patrick J. Christmas as attorney-in-fact	02/07/2020
	** 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 4 (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).
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