0001209191-16-097435.txt : 20160210 0001209191-16-097435.hdr.sgml : 20160210 20160210184741 ACCESSION NUMBER: 0001209191-16-097435 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160210 FILED AS OF DATE: 20160210 DATE AS OF CHANGE: 20160210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AveXis, Inc. CENTRAL INDEX KEY: 0001652923 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 901038273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2275 HALF DAY ROAD STREET 2: SUITE 160 CITY: BANNOCKBURN STATE: IL ZIP: 60015 BUSINESS PHONE: 972-725-7797 MAIL ADDRESS: STREET 1: 2275 HALF DAY ROAD STREET 2: SUITE 160 CITY: BANNOCKBURN STATE: IL ZIP: 60015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PBM Capital Investments, LLC CENTRAL INDEX KEY: 0001665309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37693 FILM NUMBER: 161407224 BUSINESS ADDRESS: STREET 1: 200 GARRETT STREET STREET 2: SUITE S CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 BUSINESS PHONE: 847-572-8280 MAIL ADDRESS: STREET 1: C/O AVEXIS, INC., 2275 HALF DAY ROAD STREET 2: SUITE 160 CITY: BANNOCKBURN STATE: IL ZIP: 60015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Manning Paul B CENTRAL INDEX KEY: 0001494695 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37693 FILM NUMBER: 161407225 MAIL ADDRESS: STREET 1: 200 GARRETT STREET SUITE S CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-02-10 0 0001652923 AveXis, Inc. AVXS 0001494695 Manning Paul B C/O AVEXIS, INC. 2275 HALF DAY ROAD, SUITE 160 BANNOCKBURN IL 60015 1 0 1 0 0001665309 PBM Capital Investments, LLC C/O AVEXIS, INC. 2275 HALF DAY ROAD, SUITE 160 BANNOCKBURN IL 60015 0 0 1 0 Common Stock 219177 D Common Stock 24352 I By LLC Class B-1 Common Stock Common Stock 8469 D Class B-1 Common Stock Common Stock 941 I By LLC Class B-1 Common Stock Common Stock 1659237 I By LLC Warrants to purchase Class B-2 Common Stock (Right to Buy) 2.57 2024-03-07 Class B-2 Common Stock 130623 I By LLC Warrants to purchase Class B-2 Common Stock (Right to Buy) 2.57 2025-05-04 Class B-2 Common Stock 137154 I By LLC These shares are held by Mr. Manning together with his spouse as Joint Tenants with Right of Survivorship. 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. 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. 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. Immediately exercisable. 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. Exhibit List - Exhibit 24 - Power of Attorney /s/Madison Jones, Attorney-in-Fact 2016-02-10 Madison Jones, Attorney-in-Fact 2016-02-10 EX-24.3_631795 2 poa.txt POA DOCUMENT POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of Divakar Gupta, Darren DeStefano, Hosea Chang, Alex Weaver, Madison Jones and Jill Simon of Cooley LLP, and Thomas J. Dee and Mindy Du of AveXis, Inc. (the "Company"), signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each 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 undersigned 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 undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Date: January 26, 2016 By: /s/Paul B. Manning Name: Paul B. Manning Title: Director PBM Capital Investments, LLC By:/s/Paul B. Manning Name: Paul B. Manning Title: Chief Executive Officer