REGENXBIO Inc. — Director's Dealing 2017

Aug 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REGENXBIO Inc. (RGNX)
CIK: 0001590877
Period of Report: 2017-08-21

Reporting Person: Yoo Stephen (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-21	Common Stock	M	15000.00	$0.85	Acquired	15000.00	Direct
2017-08-21	Common Stock	S	15000.00	$20.03	Disposed	0.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-21	Employee Stock Option (Right to Buy)	$0.85	M	15000.00	Disposed	2024-11-03	Common Stock (15000.00)	Direct

Footnotes

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

F2: This transaction was executed in multiple trades at prices ranging from $19.95 to $20.20. 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.

F3: The option, representing a right to purchase a total of 247,900 shares, became exercisable as follows: 165,200 of the shares subject to the option are initial shares ("Initial Shares") and 82,700 of the shares subject to the option are contingent shares ("Contingent Shares"). 23,600 of the Initial Shares vested on October 13, 2014, 35,400 of the Initial Shares vested on October 13, 2015 and an additional 2,950 of the Initial Shares vest upon each month of continuous service to the Company thereafter. 15% of the Contingent Shares were deemed vested as of October 13, 2014 on January 13, 2015 due to a subsequent event. The remainder of the Contingent Shares vest over four years of service following October 13, 2014, with 25% of the remaining 85% of Contingent Shares having vested on October 13, 2015 and the remaining Contingent Shares vesting in 36 equal monthly installments thereafter.