13D Filing: James E. Flynn and AveXis Inc (AVXS)

CUSIP No.  05366U100

13D/A

Page 13 of 15 Pages

(7)       Deerfield
Mgmt III

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
685,040

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
685,040

(8)       Flynn

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
2,324,060

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
2,324,060

Flynn is the sole member of the general
partner of each of Deerfield Mgmt, Deerfield Mgmt III and Deerfield Management. Deerfield Mgmt is the general partner, and Deerfield
Management is the investment advisor, of Deerfield Special Situations Fund, Deerfield Partners and Deerfield International Master
Fund. Deerfield Mgmt III is the general partner, and Deerfield Management is the investment advisor, of Deerfield Private Design
Fund III.

(c) No Reporting Person has effected any
transactions in the Company’s securities within the past sixty days. The changes in the percentage of Common Stock beneficially
owned by each Reporting Person reflected in this Amendment have resulted solely from an increase in the number of shares of Common
Stock outstanding, a change in the number of shares of Common Stock underlying the vested portion of options held by Jonathan Leff
for the benefit of Deerfield Management and purchases that occurred prior to such sixty-day period.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby
amended by adding the following:

Exhibit 99.2

Power of Attorney (incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn).