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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Koh Bong Y

(Last)

(First)

(Middle)

C/O AVEXIS, INC.

2275 HALF DAY ROAD, SUITE 160

(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)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2016

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	02/17/2016		C		418,158	A	$0.00	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 (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)
Class B-1 Common Stock	⁽⁵⁾	02/17/2016		C			103,499⁽⁶⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	103,499⁽⁶⁾	$0.00	0	I	See Footnote⁽¹⁾
Class D Common Stock	⁽⁵⁾	02/17/2016		C			314,659⁽⁷⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	314,569⁽⁷⁾	$0.00	0	I	See Footnote⁽¹⁾

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.

Remarks:

	/s/ Madison Jones, Attorney-in-Fact	02/19/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.