Statement of Changes in Beneficial Ownership (4)
June 28 2021 - 4:19PM
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
*
Mills Kenneth T. |
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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO |
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(Last)
(First)
(Middle)
C/O REGENXBIO INC., 9804 MEDICAL CENTER DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/24/2021 |
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(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 | 6/24/2021 | | M(1) | | 4500.00 | A | $3.76 | 285484.00 | D | |
| Common Stock | 6/24/2021 | | S(1) | | 4500.00 | D | $40.02 (2) | 280984.00 | D | |
| Common Stock | 6/25/2021 | | M(1) | | 1500.00 | A | $3.76 | 282484.00 | D | |
| Common Stock | 6/25/2021 | | S(1) | | 1500.00 | D | $40.25 | 280984.00 | D | |
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 |
| Employee Stock Option (Right to Buy) | $3.76 | 6/24/2021 | | M (1) | | | 4500.00 | (3) | 5/18/2025 | Common Stock | 4500.00 | $0.00 | 270500.00 | D | |
| Employee Stock Option (Right to Buy) | $3.76 | 6/25/2021 | | M (1) | | | 1500.00 | (3) | 5/18/2025 | Common Stock | 1500.00 | $0.00 | 269000.00 | 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 $40.00 to $40.20. 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 275,000 shares, became exercisable as follows: 25% of the shares subject to this option vested on May 19, 2016, and the balance vested in equal monthly installments over the 36 months thereafter. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Mills Kenneth T.
C/O REGENXBIO INC.
9804 MEDICAL CENTER DRIVE
ROCKVILLE, MD 20850 | X |
| President and CEO |
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Signatures
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| /s/ Patrick J. Christmas as attorney-in-fact | | 6/28/2021 |
| **Signature of Reporting Person | Date |
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