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*
Tasse Daniel

(Last) (First) (Middle)
C/O REGENXBIO INC.
9600 BLACKWELL ROAD, SUITE 210

(Street)
ROCKVILLE MD 20850

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REGENXBIO Inc. [ RGNX ]
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)
05/25/2018
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $49.45 05/25/2018 A 12,500 (1) 05/25/2028 Common Stock 12,500 $0.00 12,500 D
Explanation of Responses:
1. The option will vest in 12 equal monthly installments following May 25, 2018.
Remarks:
EXHIBIT LIST - Exhibit 24 - Power of Attorney for Daniel Tasse.
/s/ Patrick J. Christmas as attorney-in-fact 05/30/2018
** 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).
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.
POWER OF ATTORNEY

The undersigned individual (the "Reporting Person") hereby constitutes 
and appoints each of Patrick J. Christmas and Vittal K. Vasista, signing 
singly, with full power of substitution, as the Reporting Person's true 
and lawful attorney in fact to:

(1) prepare and file on behalf of such Reporting Person any and all 
reports, notices, communications and other documents (including, but 
not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, 
Form 3, Form 4 and Form 5) that such Reporting Person may be 
required to file with the Securities and Exchange Commission (the 
"SEC") pursuant to the Securities Act of 1933, as amended and the 
Securities Exchange Act of 1934, as amended (together with the 
implementing regulations thereto, the "Exchange Act") (collectively, the 
"Reports") with respect to the Reporting Person's ownership of, or 
transactions in, the securities of REGENXBIO Inc. (the "Company"), 
(whether directly or indirectly owned) by such Reporting Person;

(2) do and perform any and all acts for and on behalf of the Reporting 
Person which may be necessary or desirable to complete and execute 
any such Reports, complete and execute any amendment or amendments 
thereto, and timely file such form with the SEC and any
 stock exchange 
or similar authority; and

(3) take any other action of any type whatsoever in connection with the 
foregoing which, in the opinion of such attorney in fact, may be of 
benefit to, in the best interest of, or legally required by, the Reporting 
Person, it being understood that the documents executed by such 
attorney in fact on behalf of the Reporting Person pursuant to this Power 
of Attorney shall be in such form and shall contain such terms and 
conditions as such attorney in fact may approve in such attorney in 
fact's discretion.

The Reporting Person hereby grants to such attorney in fact full power 
and authority to do and perform any and every act and thing whatsoever 
requisite, necessary or proper to be done in the exercise of any of the 
rights and powers herein granted, as fully to all intents and purposes as 
the Reporting Person might or could do if personally present, with full 
power of substitution or revocation, hereby ratifying and confirming all 
that such attorney in fact, or such attorney in fact's substitute or 
substitutes, shall lawfully do or cause to be done by virtue of this power 
of attorney and the rights and powers herein granted. The Reporting 
Person acknowledges that the foregoing attorney in fact, in serving in 
such capacity at the request of the Reporting Person, is not assuming 
any of the Reporting Person's responsibilities to comply with Section 16 
of the Exchange Act.

This Power of Attorney with respect to the Reporting Person shall 
remain in full force and effect until such Reporting Person is no longer 
required to file any Reports with respect to the Reporting Person's 
ownership of, or transactions in, the securities of the Company, unless 
earlier revoked in a signed writing delivered to the foregoing attorney in 
fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 26th day of May, 2017.

/s/ Daniel Tasse
Daniel Tasse