Sec Form 4 Filing - Manning Paul B @ AveXis, Inc. - 2018-05-15

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
Manning Paul B
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) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
C/O AVEXIS, INC., 2275 HALF DAY ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2018
(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 05/15/2018 D( 1 ) 228,752 ( 2 ) D $ 0 ( 1 ) 0 D
Common Stock 05/15/2018 D( 1 ) 1,201,160 D $ 0 ( 1 ) 0 I By LLC ( 3 )
Common Stock 05/15/2018 D( 1 ) 25,293 D $ 0 ( 1 ) 0 I By LLC ( 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
Stock Option (Right to Buy) $ 20 05/15/2018 D( 1 ) 26,496 ( 5 ) 02/10/2026 Common Stock 26,496 $ 0 0 D
Stock Option (Right to Buy) $ 69.25 05/15/2018 D( 1 ) 2,454 ( 5 ) 05/30/2027 Common Stock 2,454 $ 0 0 D
Stock Option (Right to Buy) $ 133.8 05/15/2018 D( 1 ) 2,905 ( 5 ) 03/13/2028 Common Stock 2,905 $ 0 0 D
Warrant (Right to Buy) $ 2.57 05/15/2018 D( 1 ) 137,154 ( 6 ) 05/04/2025 Class B-2 Common Stock 137,154 $ 0 0 I By LLC ( 7 )
Warrant (Right to Buy) $ 2.57 05/15/2018 D( 1 ) 103,478 ( 8 ) ( 9 ) 03/07/2024 Class B-2 Common Stock 103,478 ( 8 ) $ 0 0 I By LLC ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Manning Paul B
C/O AVEXIS, INC.
2275 HALF DAY ROAD, SUITE 200
BANNOCKBURN, IL60015
X Former 10% Owner
Signatures
/s/ Madison Jones, Attorney-in-Fact 05/15/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 6, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Novartis AG, a company organized under the laws of Switzerland ("Parent"), and Novartis AM Merger Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $218.00 per share (the "Offer Price") in cash.
( 2 )Includes 1,106 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU.
( 3 )These shares are held by PBM Capital Investments, LLC ("PBM"). The Reporting Person has the sole voting and investment power with respect to the shares held by the PBM. The Reporting Person disclaims beneficial ownership of the shares held by PBM except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
( 4 )These shares are held by BKB Growth Investments, LLC ("BKB"). The Reporting Person is a co-manager of BKB and, as such, has unilateral voting and investment power with respect to the shares held by BKB. The Reporting Person disclaims beneficial ownership of the shares held by BKB except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
( 5 )Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by the number of shares of Common Stock underlying the option.
( 6 )In connection with the transactions contemplated by the Merger Agreement, the Warrant was canceled in exchange for a lump sum cash payment equal to (i) the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by (ii) the number of shares of Common Stock underlying the Warrant.
( 7 )The Warrant is held by PBM. Mr. Manning has the sole voting and investment power with respect to the shares issuable upon exercise of the Warrant held by PBM. Mr. Manning disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
( 8 )The amount reported reflects a pro rata distribution to members of PBM on August 15, 2016. In prior reports, the Reporting Person reported beneficial ownership of 130,623 shares of common stock underlying the Warrant.
( 9 )Immediately exercisable.

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