0001209191-18-030124.txt : 20180515 0001209191-18-030124.hdr.sgml : 20180515 20180515123543 ACCESSION NUMBER: 0001209191-18-030124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180515 FILED AS OF DATE: 20180515 DATE AS OF CHANGE: 20180515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Manning Paul B CENTRAL INDEX KEY: 0001494695 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37693 FILM NUMBER: 18834726 MAIL ADDRESS: STREET 1: 200 GARRETT STREET SUITE S CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-05-15 1 0001652923 AveXis, Inc. AVXS 0001494695 Manning Paul B C/O AVEXIS, INC. 2275 HALF DAY ROAD, SUITE 200 BANNOCKBURN IL 60015 1 0 0 1 Former 10% Owner Common Stock 2018-05-15 4 D 0 228752 0.00 D 0 D Common Stock 2018-05-15 4 D 0 1201160 0.00 D 0 I By LLC Common Stock 2018-05-15 4 D 0 25293 0.00 D 0 I By LLC Stock Option (Right to Buy) 20.00 2018-05-15 4 D 0 26496 0.00 D 2026-02-10 Common Stock 26496 0 D Stock Option (Right to Buy) 69.25 2018-05-15 4 D 0 2454 0.00 D 2027-05-30 Common Stock 2454 0 D Stock Option (Right to Buy) 133.80 2018-05-15 4 D 0 2905 0.00 D 2028-03-13 Common Stock 2905 0 D Warrant (Right to Buy) 2.57 2018-05-15 4 D 0 137154 0.00 D 2025-05-04 Class B-2 Common Stock 137154 0 I By LLC Warrant (Right to Buy) 2.57 2018-05-15 4 D 0 103478 0.00 D 2024-03-07 Class B-2 Common Stock 103478 0 I By LLC On April 6, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Novartis AG, a company organized under the laws of Switzerland ("Parent"), and Novartis AM Merger Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $218.00 per share (the "Offer Price") in cash. Includes 1,106 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU. These shares are held by PBM Capital Investments, LLC ("PBM"). The Reporting Person has the sole voting and investment power with respect to the shares held by the PBM. The Reporting Person 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. These shares are held by BKB Growth Investments, LLC ("BKB"). The Reporting Person is a co-manager of BKB and, as such, has unilateral voting and investment power with respect to the shares held by BKB. The Reporting Person 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. Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by the number of shares of Common Stock underlying the option. In connection with the transactions contemplated by the Merger Agreement, the Warrant was canceled in exchange for a lump sum cash payment equal to (i) the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by (ii) the number of shares of Common Stock underlying the Warrant. The Warrant is held by PBM. Mr. Manning has the sole voting and investment power with respect to the shares issuable upon exercise of the Warrant 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. The amount reported reflects a pro rata distribution to members of PBM on August 15, 2016. In prior reports, the Reporting Person reported beneficial ownership of 130,623 shares of common stock underlying the Warrant. Immediately exercisable. /s/ Madison Jones, Attorney-in-Fact 2018-05-15