Statement of Changes in Beneficial Ownership (4)
October 17 2018 - 4:31PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Yoo Stephen
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2. Issuer Name
and
Ticker or Trading Symbol
REGENXBIO Inc.
[
RGNX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Medical Officer
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(Last)
(First)
(Middle)
C/O REGENXBIO INC., 9600 BLACKWELL ROAD, SUITE 210
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/15/2018
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(Street)
ROCKVILLE, MD 20850
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/15/2018
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M
(1)
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10000.00
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A
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$0.85
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10000.00
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D
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Common Stock
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10/15/2018
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S
(1)
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2900.00
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D
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$58.83
(2)
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7100.00
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D
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Common Stock
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10/15/2018
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S
(1)
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7000.00
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D
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$59.54
(3)
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100.00
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D
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Common Stock
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10/15/2018
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S
(1)
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100.00
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D
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$60.25
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0.00
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D
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Common Stock
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10/16/2018
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M
(1)
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10414.00
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A
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$0.85
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10414.00
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D
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Common Stock
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10/16/2018
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S
(1)
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10414.00
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D
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$61.18
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0.00
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D
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Employee Stock Option (Right to Buy)
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$0.85
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10/15/2018
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M
(1)
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10000.00
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(4)
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11/3/2024
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Common Stock
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10000.00
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$0.00
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132900.00
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D
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Employee Stock Option (Right to Buy)
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$0.85
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10/16/2018
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M
(1)
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10414.00
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(4)
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11/3/2024
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Common Stock
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10414.00
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$0.00
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122486.00
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D
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Explanation of Responses:
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(1)
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This transaction was effected pursuant to a Rule 10b5-1 trading plan.
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(2)
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This transaction was executed in multiple trades at prices ranging from $58.18 to $59.17. 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.
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(3)
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This transaction was executed in multiple trades at prices ranging from $59.18 to $60.06. 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.
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(4)
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The previously granted option, representing a right to purchase a total of 247,900 shares, became exercisable as follows: 165,200 of the shares subject to the option are initial shares ("Initial Shares") and 82,700 of the shares subject to the option are contingent shares ("Contingent Shares"). 23,600 of the Initial Shares vested on October 13, 2014, 35,400 of the Initial Shares vested on October 13, 2015 and an additional 2,950 of the Initial Shares vested upon each month of continuous service to the Company thereafter. 15% of the Contingent Shares were deemed vested as of October 13, 2014 on January 13, 2015 due to a subsequent event. The remainder of the Contingent Shares vested over four years of service following October 13, 2014, with 25% of the remaining 85% of Contingent Shares having vested on October 13, 2015 and the remaining Contingent Shares having vested in 36 equal monthly installments thereafter.
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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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Yoo Stephen
C/O REGENXBIO INC.
9600 BLACKWELL ROAD, SUITE 210
ROCKVILLE, MD 20850
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Chief Medical Officer
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Signatures
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/s/ Patrick J. Christmas as attorney-in-fact
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10/17/2018
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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 4(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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