13G Filing: RTW Investments, LP and Regenxbio Inc. (RGNX)

 

Item 3.	If This Statement is filed pursuant to §§.240.13d–1(b) or 240.13d-2(b), or (c), check whether the person filing is a
	N/A
Item 4.	Ownership.
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

 

		RTW Investments, LP – 1,547,885*
		Roderick Wong – 1,547,885*

 

(b)

Percent of class:

 

		RTW Investments, LP – 5.0%*
		Roderick Wong – 5.0%*

 

(c)

Number of shares as to which the person has:

 

	(i)	Sole power to vote or to direct the vote
		RTW Investments, LP – 0
		Roderick Wong – 0
	(ii)	Shared power to vote or to direct the vote
		RTW Investments, LP – 1,547,885*
		Roderick Wong – 1,547,885*
	(iii)	Sole power to dispose or to direct the disposition of
		RTW Investments, LP – 0
		Roderick Wong – 0
	(iv)	Shared power to dispose or to direct the disposition of
		RTW Investments, LP – 1,547,885*
		Roderick Wong – 1,547,885*

 

*
The shares of common stock, $0.0001 par value (the “Shares”), of Regenxbio Inc. (the “Company”) reported herein
are held by two or more funds (together the “Funds”), which are managed by RTW Investments, LP (the “Adviser”).
The Adviser, in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition
of all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially
own an aggregate of 1,547,885 Shares, or 5.0% of Shares deemed issued and outstanding as of August 4, 2017. Roderick Wong is the
Managing Partner of the Adviser. The beneficial ownership percentage reported herein is based on 30,894,443 voting Shares issued
and outstanding as of August 4, 2017, as disclosed in the Company’s Quarterly Report filed with the Securities and Exchange Commission
on August 8, 2017. This report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial
owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for
any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to
the extent of the reporting person’s pecuniary interest therein.