Statement of Changes in Beneficial Ownership (4)
06 January 2023 - 8:07AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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
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PAKOLA STEVE |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Medical Officer |
(Last)
(First)
(Middle)
C/O REGENXBIO INC., 9804 MEDICAL CENTER DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2023 |
(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 | 1/3/2023 | | F | | 1837.00 (1) | D | $22.68 | 15313.00 | D | |
Common Stock | 1/3/2023 | | S(2) | | 3138.00 | D | $22.1668 (3) | 12175.00 | D | |
Common Stock | 1/3/2023 | | A | | 90588.00 (4) | A | $0.00 | 102763.00 | 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 |
Stock Options (Right to buy) | $22.25 | 1/3/2023 | | A | | 44155.00 | | (5) | 1/3/2033 | Common Stock | 44155.00 | $0.00 | 44155.00 | D | |
Explanation of Responses: |
(1) | Represents shares of common stock withheld to pay taxes upon the vesting of restricted stock units originally granted to the reporting person on January 4, 2021 and January 3, 2022. The number of shares withheld was determined on January 3, 2023 based on the closing price of the issuer's common stock on December 30, 2022. |
(2) | This transaction was effected pursuant to a Rule 10b5-1 trading plan. |
(3) | This transaction was executed in multiple trades at prices ranging from $22.0000 to $22.3800. 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. |
(4) | Represents shares of common stock underlying a time-based restricted stock unit award (RSU). 25% of the shares subject to this RSU will vest on each of January 1, 2024, January 1, 2025, January 1, 2026 and January 1, 2027 while the recipient provides continuous service to the Issuer. |
(5) | 25% of the shares subject to this option shall vest after 12 months of continuous service with the Issuer. The balance will vest in equal monthly installments over the 48 months following January 3, 2024 while the optionee provides continuous service to the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PAKOLA STEVE C/O REGENXBIO INC. 9804 MEDICAL CENTER DRIVE ROCKVILLE, MD 20850 |
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| Chief Medical Officer |
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Signatures
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/s/ Patrick J. Christmas as attorney-in-fact | | 1/5/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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