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Filing Details

Accession Number:: 0001193805-15-001622
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-09-22 10:48:41
Reporting Period:: 2015-09-22

Filing Date:: 2015-09-22
Accepted Time:: 2015-09-22 10:48:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1590877	Regenxbio Inc.	RGNX	Biological Products, (No Disgnostic Substances) (2836)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1009258	Deerfield Management Co	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1010823	L.p. Mgmt Deerfield	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1301041	Deerfield Partners, Lp	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1352546	E James Flynn	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1565089	Deerfield International Master Fund, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1603333	Deerfield Private Design Fund Iii, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1610540	Deerfield Mgmt Iii, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-09-22	771,963	$0.00	771,963	No	4	C	Indirect	Through Deerfield Private Design III Fund, L.P.
Common Stock	Acquisiton	2015-09-22	397,079	$0.00	1,169,042	No	4	C	Indirect	Through Deerfield Private Design III Fund, L.P.
Common Stock	Acquisiton	2015-09-22	87,500	$22.00	1,256,542	No	4	P	Indirect	Through Deerfield Private Design III Fund, L.P.
Common Stock	Acquisiton	2015-09-22	38,500	$22.00	38,500	No	4	P	Indirect	Through Deerfield Partners, L.P.
Common Stock	Acquisiton	2015-09-22	49,000	$22.00	49,000	No	4	P	Indirect	Through Deerfield International Master Fund, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Through Deerfield Private Design III Fund, L.P.
No	4	C	Indirect	Through Deerfield Private Design III Fund, L.P.
No	4	P	Indirect	Through Deerfield Private Design III Fund, L.P.
No	4	P	Indirect	Through Deerfield Partners, L.P.
No	4	P	Indirect	Through Deerfield International Master Fund, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Convertible Preferred Stock	Disposition	2015-09-22	771,963	$0.00	771,963	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2015-09-22	397,079	$0.00	397,079	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

Each share of Series C Convertible Preferred Stock automatically converted into one (1) share of Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
Each share of Series D Convertible Preferred Stock automatically converted into one (1) share of Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P., and Deerfield International Master Fund, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P. and Deerfield Management Company, L.P.
In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.