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