Initial Statement of Beneficial Ownership (3)
February 10 2016 - 6:50PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Koh Bong Y
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/10/2016
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3. Issuer Name
and
Ticker or Trading Symbol
AveXis, Inc. [AVXS]
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(Last)
(First)
(Middle)
C/O AVEXIS, INC., 2275 HALF DAY ROAD, SUITE 160
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
BANNOCKBURN, IL 60015
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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517499
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I
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See Footnote
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B-1 Common Stock
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(3)
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(3)
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Common Stock
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103499
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(3)
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I
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See Footnote
(2)
(4)
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Class D Common Stock
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(3)
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(3)
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Common Stock
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314659
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(3)
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I
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See Footnote
(2)
(5)
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Explanation of Responses:
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(
1)
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Consists of (i) 368,201 shares held by Venrock Healthcare Capital Partners II, L.P. ("VHCPII"), and (ii) 149,298 shares held by VHCP Co-Investment Holdings II, LLC ("Co-Invest II").
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(
2)
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The Reporting Person, a member of the Board of Directors of the Issuer, is a member of VHCP Management II, LLC, the sole general partner of VHCPII and the sole manager of Co-Invest II and, as such, may be deemed to beneficially own the securities owned by each of VHCPII and Co-Invest II. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by VHCPII and Co-Invest II, except to the extent of his pecuniary interest therein.
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(
3)
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The Class B-1 Common Stock and Class D Common Stock will automatically convert 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 Class D Common Stock have no expiration date.
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(
4)
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Consists of (i) 73,640 shares of Class B-1 Common Stock owned by VHCPII, and (ii) 29,859 shares of Class B-1 Common Stock owned by Co-Invest II.
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(
5)
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Consists of (i) 223,880 shares of Class D Common Stock owned by VHCPII, and (ii) 90,779 shares of Class D Common Stock owned by Co-Invest II.
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Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Koh Bong Y
C/O AVEXIS, INC.
2275 HALF DAY ROAD, SUITE 160
BANNOCKBURN, IL 60015
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X
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Signatures
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/s/Madison Jones, Attorney-in-Fact
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2/10/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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