REGENXBIO Inc. — Director's Dealing 2015

Sep 16, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: REGENXBIO Inc. (RGNX)
CIK: 0001590877
Period of Report: 2015-09-16

Reporting Person: Vasista Vittal (See Remarks)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$0.85	2024-09-23	Common Stock (324900)		Direct
Employee Stock Option (Right to Buy)	$3.76	2025-05-18	Common Stock (30000)		Direct
Series C Preferred Stock	$		Common Stock (15440)		Direct

Footnotes

F1: 284,683 of the shares subject to the option shall be initial shares ("Initial Shares") and 140,217 of the shares subject to the option shall be contingent shares ("Contingent Shares"). 72,235 of the Initial Shares vested on September 17, 2014. Upon one year of continuous service to the Company after September 17, 2014, an additional 53,112 of the Initial Shares shall vest and an additional 4,426 of the Initial Shares shall vest upon each month of continuous service to the Company 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 shall vest over four years of service following September 17, 2014, with 25% of the remaining 75% of Contingent Shares vesting upon one year of continuous service to the Company after September 17, 2014 and the remaining Contingent Shares vesting in 36 equal monthly installments thereafter.

F2: (Continued from footnote 1) Notwithstanding the foregoing, 59,533 shares subject to this option that would have been vested monthly between January 2018 and September 2018 will vest subject to the following achievement goals which must be completed by December 31, 2015: 14,883 shares will vest upon completion of the Issuer's initial public offering, 14,883 shares will vest following the hiring and on-boarding of a new Chief Financial Officer, 14,883 shares will vest upon the establishment of a manufacturing collaboration, and 14,884 shares will vest following the in-licensing of one new clinical-stage program.

F3: The option vests over four years of service following May 19, 2015, with 25% vesting upon completion of one year of service and in 36 equal monthly installments thereafter.

F4: Each share of Preferred Series C Stock is convertible and will automatically convert on a 1:1 basis into the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. These shares have no expiration date.