Statement of Changes in Beneficial Ownership (4)

Date : 01/16/2020 @ 9:19PM
Source : Edgar (US Regulatory)
Stock : REGENXBIO Inc (RGNX)
Quote : 40.51  -6.99 (-14.72%) @ 11:00PM
REGENXBIO share price Chart
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Last Trade
Last $ 40.05 ▼ -0.46 (-1.14%)

Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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
                      

1. Name and Address of Reporting Person *

HAYDEN DONALD J JR
2. Issuer Name and Ticker or Trading Symbol

REGENXBIO Inc. [ RGNX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O REGENXBIO INC., 9600 BLACKWELL ROAD, SUITE 210
3. Date of Earliest Transaction (MM/DD/YYYY)

1/14/2020
(Street)

ROCKVILLE, MD 20850
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 1/14/2020  M(1)  30000.00 A$0.85 30000.00 D  
Common Stock 1/14/2020  S(1)  30000.00 D$45.60 (2)0.00 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $0.85 1/14/2020  M (1)    30000.00   (3)9/23/2024 Common Stock 30000.00 $0.00 159100.00 D  

Explanation of Responses:
(1) This transaction was effected pursuant to a Rule 10b5-1 trading plan.
(2) This transaction was executed in multiple trades at prices ranging from $45.00 to $45.94. 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.
(3) The previously granted option, representing a right to purchase a total of 354,100 shares, became exercisable as follows: 237,269 of the shares subject to the option are initial shares ("Initial Shares") and 116,831 of the shares subject to the option are contingent shares ("Contingent Shares"). 60,197 of the Initial Shares vested on September 17, 2014, 44,268 of the Initial Shares vested on September 17, 2015 and an additional 3,689 of the Initial Shares vested each month thereafter. 25% of the Contingent Shares were deemed vested as of September 17, 2014 on January 13, 2015 due to a subsequent event. The remainder of the Contingent Shares vested over four years following September 17, 2014, with 25% of the remaining 75% of Contingent Shares having vested on September 17, 2015 and the remaining Contingent Shares having vested in 36 equal monthly installments thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HAYDEN DONALD J JR
C/O REGENXBIO INC.
9600 BLACKWELL ROAD, SUITE 210
ROCKVILLE, MD 20850
X



Signatures
/s/ Patrick J. Christmas as attorney-in-fact1/16/2020
**Signature of Reporting PersonDate

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