Initial Statement of Beneficial Ownership (3)
February 10 2016 - 6:48PM
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
*
Manning Paul B
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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
___
X
___ 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)
___ Form filed by One Reporting Person
_
X
_ 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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219177
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D
(1)
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Common Stock
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24352
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I
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By LLC
(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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8469
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(3)
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D
(1)
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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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941
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(3)
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I
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By LLC
(2)
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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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1659237
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(3)
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I
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By LLC
(4)
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Warrants to purchase Class B-2 Common Stock (Right to Buy)
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(5)
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3/7/2024
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Class B-2 Common Stock
(3)
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130623
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$2.57
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I
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By LLC
(6)
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Warrants to purchase Class B-2 Common Stock (Right to Buy)
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(5)
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5/4/2025
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Class B-2 Common Stock
(3)
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137154
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$2.57
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I
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By LLC
(6)
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Explanation of Responses:
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(
1)
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These shares are held by Mr. Manning together with his spouse as Joint Tenants with Right of Survivorship.
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(
2)
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These shares are held by BKB Growth Investments, LLC ("BKB"). Mr. Manning is a co-manager of BKB and, as such, has unilateral voting and investment power with respect to the shares held by BKB. Mr. Manning disclaims beneficial ownership of the shares held by BKB except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
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(
3)
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The Class B-1 Common Stock and the Class B-2 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 the Class B-2 Common Stock have no expiration date.
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(
4)
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These shares are held by PBM Capital Investments, LLC ("PBM"). Mr. Manning has the sole voting and investment power with respect to the shares held by the PBM. Mr. Manning disclaims beneficial ownership of the shares held by PBM except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
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(
5)
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Immediately exercisable.
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(
6)
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These Warrants are held by PBM. Mr. Manning has the sole voting and investment power with respect to the shares held by PBM. Mr. Manning disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
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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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Manning Paul B
C/O AVEXIS, INC.
2275 HALF DAY ROAD, SUITE 160
BANNOCKBURN, IL 60015
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X
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X
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PBM Capital Investments, LLC
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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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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