Sec Form 4 Filing - Koh Bong Y @ AveXis, Inc. - 2016-02-17

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Koh Bong Y
2. Issuer Name and Ticker or Trading Symbol
AveXis, Inc. [ AVXS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AVEXIS, INC., 2275 HALF DAY ROAD, SUITE 160
3. Date of Earliest Transaction (MM/DD/YY)
02/17/2016
(Street)
BANNOCKBURN, IL60015
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/17/2016 C 418,158 A $ 0 935,657 I See Footnote ( 1 ) ( 2 )
Common Stock 02/17/2016 P 100,000 ( 3 ) A $ 20 1,035,657 I See Footnote ( 1 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Class B-1 Co mmon Stock ( 5 ) 02/17/2016 C 103,499 ( 6 ) ( 5 ) ( 5 ) Common Stock 103,499 ( 6 ) $ 0 0 I See Footnote ( 1 )
Class D Common Stock ( 5 ) 02/17/2016 C 314,659 ( 7 ) ( 5 ) ( 5 ) Common Stock 314,569 ( 7 ) $ 0 0 I See Footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Koh Bong Y
C/O AVEXIS, INC.
2275 HALF DAY ROAD, SUITE 160
BANNOCKBURN, IL60015
X
Signatures
/s/ Madison Jones, Attorney-in-Fact 02/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person, a member of the Board of Directors of the Issuer, is a member of VHCP Management II, LLC, the sole general partner of Venrock Healthcare Capital Partners II, L.P. ("VHCPII") and the sole manager of VHCP Co-Investment Holdings II, LLC ("Co-Invest II") and, as such, may be deemed to beneficially own the securities owned by each of VHCPII and Co-Invest II. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by VHCPII and Co-Invest II, except to the extent of his pecuniary interest therein.
( 2 )Consists of (i) 665,721 shares held by VHCPII, and (ii) 269,936 shares held by Co-Invest II.
( 3 )71,150 of these shares were purchased by VHCPII and 28,850 of these shares were purchased by Co-Invest II.
( 4 )Consists of (i) 736,871 shares held by VHCPII, and (ii) 298,786 shares held by Co-Invest II.
( 5 )Each share of the Class B-1 Common Stock and the Class D Common Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Class B-1 Common Stock and the Class D Common Stock had no expiration date.
( 6 )Consists of (i) 73,640 shares of Class B-1 Common Stock which were held by VHCPII, and (ii) 29,859 shares of Class B-1 Common Stock which were held by Co-Invest II.
( 7 )Consists of (i) 223,880 shares of Class D Common Stock which were held by VHCPII, and (ii) 90,779 shares of Class D Common Stock which were held by Co-Invest II.

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