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
                      

1. Name and Address of Reporting Person *

Fox Allan M.
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)

7/27/2020
(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 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)
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

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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fox Allan M.
C/O REGENXBIO INC.
9600 BLACKWELL ROAD, SUITE 210
ROCKVILLE, MD 20850
X



Signatures
/s/ Patrick J. Christmas as attorney-in-fact9/18/2020
**Signature of Reporting PersonDate

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