REGENXBIO Inc. — Director's Dealing 2017

Sep 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REGENXBIO Inc. (RGNX)
CIK: 0001590877
Period of Report: 2017-09-15

Reporting Person: HAYDEN DONALD J JR (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-15	Common Stock	M	20000.00	$0.85	Acquired	20000.00	Direct
2017-09-15	Common Stock	S	20000.00	$27.45	Disposed	0.00	Direct
2017-09-18	Common Stock	M	20000.00	$0.85	Acquired	20000.00	Direct
2017-09-18	Common Stock	S	20000.00	$29.95	Disposed	0.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-15	Stock Option (Right to Buy)	$0.85	M	20000.00	Disposed	2024-09-23	Common Stock (20000.00)	Direct
2017-09-18	Stock Option (Right to Buy)	$0.85	M	20000.00	Disposed	2024-09-23	Common Stock (20000.00)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan.

F2: The previously granted option, representing a right to purchase a total of 354,100 shares, became exercisable as follows: 237,269 of the shares subject to the option are initial shares ("Initial Shares") and 116,831 of the shares subject to the option are contingent shares ("Contingent Shares"). 60,197 of the Initial Shares vested on September 17, 2014, 44,268 of the Initial Shares vested on September 17, 2015 and an additional 3,689 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 vest over four years of service following September 17, 2014, with 25% of the remaining 75% of Contingent Shares having vested on September 17, 2015 and the remaining Contingent Shares vesting in 36 equal monthly installments thereafter.