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^*

Flynn James E

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Possible Member of 10% Group

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2015

4. 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 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	09/03/2015		P		131,911	A	$18.48⁽¹⁾	131,911	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Common Stock	09/03/2015		P		131,911	A	$18.48⁽¹⁾	131,911	I	Through Deerfield Special Situations Fund, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/17/2016		C		67,448	A	⁽²⁾	199,359	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/17/2016		C		1,182,941	A	⁽²⁾	1,382,300	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/17/2016		C		117,996	A	⁽²⁾	1,500,296	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/17/2016		C		117,998	A	⁽²⁾	249,909	I	Through Deerfield Special Situations Fund, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/17/2016		P		122,793	A	$20	1,623,089	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/17/2016		P		163,702	A	$20	413,611	I	Through Deerfield Special Situations Fund, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/17/2016		P		88,000	A	$20	88,000	I	Through Deerfield Partners, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/17/2016		P		112,000	A	$20	112,000	I	Through Deerfield International Master Fund, L.P.⁽³⁾⁽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 D Preferred Stock	⁽¹⁾	09/03/2015		P		117,996		⁽¹⁾	⁽¹⁾	Common Stock	117,996	$21.01⁽¹⁾	0	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Class D Preferred Stock	⁽¹⁾	09/03/2015		P		117,998		⁽¹⁾	⁽¹⁾	Common Stock	117,998	$21.01⁽¹⁾	0	I	Through Deerfield Special Situations Fund, L.P.⁽³⁾⁽⁴⁾
Class B-1 Preferred Stock	⁽²⁾	02/17/2016		C			67,448	⁽²⁾	⁽²⁾	Common Stock	67,448	⁽²⁾	0	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Class C Preferred Stock	⁽²⁾	02/17/2016		C			1,182,941	⁽²⁾	⁽²⁾	Common Stock	1,182,941	⁽²⁾	0	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Class D Preferred Stock	⁽²⁾	02/17/2016		C			117,996	⁽²⁾	⁽²⁾	Common Stock	117,996	⁽²⁾	0	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Class D Preferred Stock	⁽²⁾	02/17/2016		C			117,998	⁽²⁾	⁽²⁾	Common Stock	117,998	⁽²⁾	0	I	Through Deerfield Special Situations Fund, L.P.⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Flynn James E

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Possible Member of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Mgmt L.P.

(Last)

(First)

(Middle)

780 THIRD AVENUE

37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Member of 10% Group

1. Name and Address of Reporting Person^*

DEERFIELD MANAGEMENT CO

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Member of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Special Situations Fund, L.P.

(Last)

(First)

(Middle)

780 3RD AVENUE

37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Member of 10% Group

1. Name and Address of Reporting Person^*

DEERFIELD PARTNERS, LP

(Last)

(First)

(Middle)

780 THIRD AVENUE

37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Member of 10% Group

1. Name and Address of Reporting Person^*

Deerfield International Master Fund, L.P.

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Member of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Mgmt III, L.P.

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Member of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Private Design Fund III, L.P.

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Member of 10% Group

Explanation of Responses:

1. The amounts reflect a 1.38-for-1 forward stock split of the Preferred Stock (as defined below) effected by the Issuer on February 1, 2016.

2. Each share of Class B-1 Preferred Stock, Class C Preferred Stock and Class D Preferred Stock (collectively, the "Preferred Stock") automatically converted into 1 share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock.

3. This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P. and Deerfield Management Company, L.P.

4. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

Jonathan S. Leff, a partner in Deerfield Management Company, L.P., serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Editas Medicine, Inc. filed with the Securities and Exchange Commission on February 2, 2016 by Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield PDI Financing, L.P., Deerfield PDI Financing II, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield International Master Fund, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt HIF, L.P., Breaking Stick Holdings, LLC, Deerfield Private Design Fund III, L.P. and James E. Flynn.

	/s/ Jonathan Isler	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).
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