SC 13G/A: REGENXBIO Inc.

AI Summary

SC 13G/A filing by REGENXBIO Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• tm2427858d8_sc13ga.htm (SC 13G/A) — 97KB
• tm2427858d8_ex99-1.htm (EX-99.1) — 7KB
• 0001104659-24-119431.txt ( ) — 105KB

From the Filing

SC 13G/A 1 tm2427858d8_sc13ga.htm SC 13G/A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) REGENXBIO Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 75901B107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule 13d-1(b) x Rule 13d-1(c) ¨ Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 75901B107 1 Name of Reporting Person Redmile Group, LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ 3 SEC Use Only 4 Citizenship or Place of Organization Delaware number of shares beneficially owned by each reporting person with 5 Sole Voting Power 0 6 Shared Voting Power 4,942,312 (1) 7 S ole Dispositive Power 0 8 Shared Dispositive Power 4,942,312 (1) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,942,312 (1) 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ 11 Percent of Class Represented by Amount in Row (9) 9.9% (2) 12 Type of Reporting Person (See Instructions) IA, OO (1) Redmile Group, LLC’s (“Redmile”) beneficial ownership of the Issuer’s common stock (“Common Stock”) is comprised of 4,892,902 shares of Common Stock owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile, including Redmile Biopharma Investments III, L.P. (“RBI III”). Subject to the Beneficial Ownership Blocker (as defined below), Redmile may also be deemed to beneficially own 1,324,740 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase Common Stock (the “Warrants”). Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that after giving effect to such issuance after exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 9.99% (the “Beneficial of Common Stock issued upon exercise of the Warrant (the “Beneficial Ownership Blocker”). The Beneficial Ownership Limitation may be changed at a holder’s election upon 61 days’ notice to the Issuer. The 4,942,312 shares of Common Stock reported as beneficially owned by Redmile in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (2) below). The reported securities may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. (2) Percentage based on the sum of (a) 49,423,188 shares of Common Stock outstanding as of July 25, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the Securities and Exchange Commission on August 1, 2024 (the “Form 10-Q”), plus (b) 49,410 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants. CUSIP No. 75901B107 1 Name of Reporting Person Jeremy C. Green 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ 3 SEC Use Only 4 Citizenship or Place of Organization United Kingdom number of shares beneficially owned by each reporting person with 5 Sole Voting Power 0 6 Shared Voting Power 4,942,312 (3) 7 S ole Dispositive Power 0 8 Shared Dispositive Power 4,942,312 (3) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,942,312 (

View Full Filing

View this SC 13G/A filing on SEC EDGAR