SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Manning Paul B

(Last)

(First)

(Middle)

C/O AVEXIS, INC.

2275 HALF DAY ROAD, SUITE 200

(Street)

BANNOCKBURN

60015

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2018		D⁽¹⁾		228,752⁽²⁾	D	$0.00⁽¹⁾	0	D
Common Stock	05/15/2018		D⁽¹⁾		1,201,160	D	$0.00⁽¹⁾	0	I	By LLC⁽³⁾
Common Stock	05/15/2018		D⁽¹⁾		25,293	D	$0.00⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$20	05/15/2018		D⁽¹⁾			26,496	⁽⁵⁾	02/10/2026	Common Stock	26,496	$0.00	0	D
Stock Option (Right to Buy)	$69.25	05/15/2018		D⁽¹⁾			2,454	⁽⁵⁾	05/30/2027	Common Stock	2,454	$0.00	0	D
Stock Option (Right to Buy)	$133.8	05/15/2018		D⁽¹⁾			2,905	⁽⁵⁾	03/13/2028	Common Stock	2,905	$0.00	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	$0.00	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⁾	$0.00	0	I	By LLC⁽⁷⁾

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.

Remarks:

	/s/ Madison Jones, Attorney-in-Fact	05/15/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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