SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Manning Paul B

(Last)

(First)

(Middle)

C/O AVEXIS, INC.

2275 HALF DAY ROAD, SUITE 160

(Street)

BANNOCKBURN

60015

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2016

3. Issuer Name and Ticker or Trading Symbol
AveXis, Inc. [ AVXS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	219,177	D⁽¹⁾
Common Stock	24,352	I	By LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B-1 Common Stock	⁽³⁾	⁽³⁾	Common Stock	8,469	⁽³⁾	D⁽¹⁾
Class B-1 Common Stock	⁽³⁾	⁽³⁾	Common Stock	941	⁽³⁾	I	By LLC⁽²⁾
Class B-1 Common Stock	⁽³⁾	⁽³⁾	Common Stock	1,659,237	⁽³⁾	I	By LLC⁽⁴⁾
Warrants to purchase Class B-2 Common Stock (Right to Buy)	⁽⁵⁾	03/07/2024	Class B-2 Common Stock⁽³⁾	130,623	$2.57	I	By LLC⁽⁶⁾
Warrants to purchase Class B-2 Common Stock (Right to Buy)	⁽⁵⁾	05/04/2025	Class B-2 Common Stock⁽³⁾	137,154	$2.57	I	By LLC⁽⁶⁾

1. Name and Address of Reporting Person^*

Manning Paul B

(Last)

(First)

(Middle)

C/O AVEXIS, INC.

2275 HALF DAY ROAD, SUITE 160

(Street)

BANNOCKBURN

60015

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PBM Capital Investments, LLC

(Last)

(First)

(Middle)

C/O AVEXIS, INC.

2275 HALF DAY ROAD, SUITE 160

(Street)

BANNOCKBURN

60015

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares are held by Mr. Manning together with his spouse as Joint Tenants with Right of Survivorship.

2. These shares are held by BKB Growth Investments, LLC ("BKB"). Mr. Manning is a co-manager of BKB and, as such, has unilateral voting and investment power with respect to the shares held by BKB. Mr. Manning 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.

3. The Class B-1 Common Stock and the Class B-2 Common Stock will automatically convert 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 B-2 Common Stock have no expiration date.

4. These shares are held by PBM Capital Investments, LLC ("PBM"). Mr. Manning has the sole voting and investment power with respect to the shares held by the PBM. Mr. Manning 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.

5. Immediately exercisable.

6. These Warrants are held by PBM. Mr. Manning has the sole voting and investment power with respect to the shares 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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/Madison Jones, Attorney-in-Fact	02/10/2016
	Madison Jones, Attorney-in-Fact	02/10/2016
	** 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 5 (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.