Statement of Changes in Beneficial Ownership (4)
September 18 2020 - 4:38PM
Edgar (US Regulatory)
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
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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
*
Fox Allan M. |
2. Issuer Name and Ticker or Trading Symbol
REGENXBIO Inc.
[
RGNX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O REGENXBIO INC., 9600 BLACKWELL ROAD, SUITE 210 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/27/2020 |
(Street)
ROCKVILLE, MD 20850
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 7/27/2020 | | G |
V
| 225000 | D | $0.00 | 1414110 | I | By The Allan M. Fox Revocable Trust (1) |
Common Stock | 7/27/2020 | | G |
V
| 225000 | A | $0.00 | 225000 | I | By The Harriette B. Fox Revocable Trust (2) |
Common Stock | 8/6/2020 | | G |
V
| 90000 | D | $0.00 | 1324110 | I | By The Allan M. Fox Revocable Trust (1) |
Common Stock | 8/6/2020 | | G |
V
| 90000 | A | $0.00 | 315000 | I | By The Harriette B. Fox Revocable Trust (2) |
Common Stock | | | | | | | | 278541 | I | By grantor retained annuity trust (3) |
Common Stock | | | | | | | | 315000 | I | By AMF Gift Trust LLC (4) |
Common Stock | | | | | | | | 722485 | I | By AMF Family Gift Trust LLC (4) |
Common Stock | | | | | | | | 1412542 | I | By DING LLC (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | At the time of the transaction, the reporting person was a trustee of The Allan M. Fox Revocable Trust, which was the direct beneficial owner of the shares of the Issuer's common stock. The reporting person disclaims beneficial ownership of such shares. Such shares are now held by DING LLC. |
(2) | This transaction involved a gift of shares of common stock held by The Allan M. Fox Revocable Trust to The Harriette B. Fox Revocable Trust, a revocable trust established for the benefit of the reporting person's spouse. The shares subsequently were transferred to HBF Gift Trust LLC on August 6, 2020. The reporting person disclaims beneficial ownership of such shares except to the extent of his indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(3) | The shares are held by DUNE, a grantor retained annuity trust established by The Allan M. Fox Revocable Trust. The reporting person serves as the trustee of DUNE. |
(4) | The reporting person disclaims beneficial ownership of such shares except to the extent of his indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fox Allan M. C/O REGENXBIO INC. 9600 BLACKWELL ROAD, SUITE 210 ROCKVILLE, MD 20850 | X |
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Signatures
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/s/ Patrick J. Christmas as attorney-in-fact | | 9/18/2020 |
**Signature of Reporting Person | Date |
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