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13D Filing: James E. Flynn and AveXis Inc (AVXS)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Deerfield Mgmt 0 685,040 0 685,040 685,040 2.15%
Deerfield Special Situations Fund 0 413,611 0 413,611 413,611 1.30%
Deerfield Partners 0 119,429 0 119,429 119,429 0.37%
Deerfield International Master Fund 0 152,000 0 152,000 152,000 0.48%
Deerfield Private Design Fund III 0 1,623,089 0 1,623,089 1,623,089 5.08%
Deerfield Management Company 0 2,324,060 0 2,324,060 2,324,060 7.28%
Deerfield Mgmt III 0 1,623,089 0 1,623,089 1,623,089 5.08%
James E. Flynn 0 2,324,060 0 2,324,060 2,324,060 7.28%

Page 1 of 15 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §
24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

(Amendment No. 3)*

AveXis,
Inc.

(Name
of Issuer)

Common
Stock, par value $0.0001 per share

(Title
of Class of Securities)

05366U100

(CUSIP
Number)

David
Clark

Deerfield
Mgmt, L.P.

780
Third Avenue, 37th Floor

New
York, New York 10017

(212) 551-1600

With a copy to:

Jonathan
D. Weiner, Esq.

Mark
D. Wood, Esq.

Katten
Muchin Rosenman LLP

575
Madison Avenue

New
York, New York 10022

(212) 940-8800

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August
21, 2017

(Date
of Event which Requires Filing of this Statement)

If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.

(Continued on following
pages)


(Page 1 of 15 Pages)

* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

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Page 2 of 15 – SEC Filing

SCHEDULE 13D

CUSIP No.  05366U100 Page 2 of 15 Pages
1

NAME OF REPORTING PERSONS

Deerfield Mgmt, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

685,040 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

685,040 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

685,040 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.15%

14

TYPE OF REPORTING PERSON

PN

(1) Comprised of 413,611 shares held by Deerfield Special Situations
Fund, L.P., 119,429 shares held by Deerfield Partners, L.P. and 152,000 shares held by Deerfield International Master Fund, L.P.

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Page 3 of 15 – SEC Filing

 SCHEDULE 13D

CUSIP No.  05366U100 Page 3 of 15 Pages
1

NAME OF REPORTING PERSONS

Deerfield Special
Situations Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

413,611

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

413,611

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

413,611

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.30%

14

TYPE OF REPORTING PERSON

PN

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Page 4 of 15 – SEC Filing

 SCHEDULE 13D

CUSIP No.  05366U100 Page 4 of 15 Pages
1

NAME OF REPORTING PERSONS

Deerfield Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

119,429

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

119,429

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

119,429

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.37%

14

TYPE OF REPORTING PERSON

PN

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Page 5 of 15 – SEC Filing

 SCHEDULE 13D

CUSIP No.  05366U100 Page 5 of 15 Pages
1

NAME OF REPORTING PERSONS

Deerfield International Master Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

152,000

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

152,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

152,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.48%

14

TYPE OF REPORTING PERSON

PN

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Page 6 of 15 – SEC Filing

SCHEDULE 13D

CUSIP No.  05366U100 Page 6 of 15 Pages
1

NAME OF REPORTING PERSONS

Deerfield Private Design Fund III, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,623,089

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,623,089

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,623,089

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.08%

14

TYPE OF REPORTING PERSON

PN

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Page 7 of 15 – SEC Filing

SCHEDULE 13D

CUSIP No.  05366U100 Page 7 of 15 Pages
1

NAME OF REPORTING PERSONS

Deerfield Management Company, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,324,060 (2)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,324,060 (2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,324,060 (2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.28%

14

TYPE OF REPORTING PERSON

PN

(2) Comprised of 413,611 shares held by Deerfield Special Situations
Fund, L.P., 119,429 shares held by Deerfield Partners, L.P., 1,623,089 shares held by Deerfield Private Design Fund III, L.P.,
152,000 shares held by Deerfield International Master Fund, L.P. and 15,931 shares of Common Stock underlying options held by
Jonathan Leff, a partner in Deerfield Management Company, L.P. and a former director of the Issuer.

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Page 8 of 15 – SEC Filing

SCHEDULE 13D

CUSIP No.  05366U100 Page 8 of 15 Pages
1

NAME OF REPORTING PERSONS

Deerfield Mgmt III, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,623,089 (3)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,623,089 (3)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,623,089 (3)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.08%

14

TYPE OF REPORTING PERSON

PN

(3) Comprised of 1,623,089 shares held by Deerfield Private
Design Fund III, L.P.

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Page 9 of 15 – SEC Filing

SCHEDULE 13D

CUSIP No.  05366U100 Page 9 of 15 Pages
1

NAME OF REPORTING PERSONS

James E. Flynn

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,324,060 (4)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,324,060 (4)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,324,060 (4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.28%

14

TYPE OF REPORTING PERSON

IN

(4) Comprised of 413,611 shares held by Deerfield Special Situations
Fund, L.P., 119,429 shares held by Deerfield Partners, L.P., 1,623,089 shares held by Deerfield Private Design Fund III, L.P.,
152,000 shares held by Deerfield International Master Fund, L.P. and 15,931 shares of Common Stock underlying options held by
Jonathan Leff, a partner in Deerfield Management Company, L.P. and a former director of the Issuer.

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Page 10 of 15 – SEC Filing

CUSIP
No.  05366U100
13D/A Page 10 of 15 Pages

This Amendment No. 3 (this “Amendment”)
to Schedule 13D amends the Schedule 13D (as previously amended, the “Schedule 13D”) filed by (i) Deerfield Mgmt,
L.P. (“Deerfield Mgmt”), (ii) Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations
Fund
”), (iii) Deerfield Management Company, L.P. (“Deerfield Management”), (iv) Deerfield Private
Design Fund III, L.P. (“Deerfield Private Design Fund III”), (v) Deerfield Partners, L.P. (“Deerfield
Partners
”), (vi) Deerfield International Master Fund, L.P. (“Deerfield International Master Fund”),
(vii) Deerfield Mgmt III, L.P. (“Deerfield Mgmt III”) and (viii) James E. Flynn, a natural person (“Flynn
and collectively with Deerfield Mgmt, Deerfield Special Situations Fund, Deerfield Management, Deerfield Private Design Fund III,
Deerfield Partners, Deerfield International Master Fund and Deerfield Mgmt III, the “Reporting Persons”), with
respect to the securities of AveXis, Inc. (the “Company”), on February 19, 2016, as amended by Amendment Nos.
1 and 2 to the Schedule 13D filed on February 2, 2017 and May 31, 2017. Deerfield Special Situations Fund, Deerfield Private Design
Fund III, Deerfield Partners and Deerfield International Master Fund are collectively referred to herein as the “Funds.”

Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 2.        Identity and Background.

Item 2(e) of the Schedule 13D is hereby
amended by adding the following:

On August 21, 2017, Deerfield Management
voluntarily agreed to settle an SEC administrative proceeding relating to alleged violations of Section 204A of the Investment
Advisers Act of 1940 (the “Advisers Act”), without admitting or denying the SEC’s allegations, pursuant to an
order under Section 203(e) and 203(k) of the Advisers Act (the “Order”).  The Order resolved the SEC’s allegations
that Deerfield Management, from 2012 through 2014, violated Section 204A of the Advisers Act by failing to establish, maintain,
and enforce policies and procedures reasonably designed to prevent the misuse of material, nonpublic information, particularly
taking into consideration the nature of Deerfield Management’s business.  The Order alleged that, as part of Deerfield
Management’s research in the healthcare sector, Deerfield Management engaged third party consultants and research firms,
including firms that specialized in providing “political intelligence” regarding upcoming regulatory and legislative
decisions, that Deerfield Management employees based certain trading recommendations on such information, and that hedge funds
advised by Deerfield Management then made those trades.  The Order required Deerfield Management to cease and desist from
committing or causing any violations and any future violations of Section 204A of the Advisers Act, censured Deerfield Management
and provided that Deerfield Management will pay disgorgement and interest of $811,695 and a civil money penalty of $3,946,267.

Item 5.        Interest in Securities of the Issuer.

Items 5(a), (b) and (c) of the Schedule 13D are hereby amended
and restated in their entirety as follows:

(a)

(1)       Deerfield
Mgmt

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Page 11 of 15 – SEC Filing

CUSIP
No.  05366U100
13D/A Page 11 of 15 Pages
Number of shares: 685,040
(comprised of shares held by Deerfield Special Situations Fund, Deerfield Partners and Deerfield International Master Fund)

Percentage of shares: 2.15%*

(2)       Deerfield
Management

Number of shares: 2,324,060
(comprised of shares held by Deerfield Special Situations Fund, Deerfield Private Design Fund III, Deerfield Partners and Deerfield
International Master Fund, and 15,931 shares underlying options held by Jonathan Leff, to the extent such options are vested)

Percentage of shares: 7.28%*

(3)       Deerfield
Special Situations Fund

Number of shares: 413,611

Percentage of shares: 1.30%*

(4)       Deerfield
Private Design Fund III

Number of shares: 1,623,089

Percentage of shares: 5.08%*

(5)       Deerfield
Partners

Number of Shares: 119,429

Percentage of Shares: 0.37%*

(6)       Deerfield
International Master Fund

Number of Shares: 152,000

Percentage of Shares: 0.48%*

(7)       Deerfield
Mgmt III

Number of shares: 1,623,089
(comprised of shares held by Deerfield Private Design Fund III)

Percentage of shares: 5.08%*

(8)       Flynn

Number of shares: 2,324,060
(comprised of shares held by Deerfield Special Situations Fund, Deerfield Partners, Deerfield International Master Fund and Deerfield
Private Design Fund III, and 15,931 shares underlying options held by Jonathan Leff, to the extent such options are vested)

Percentage of shares: 7.28%*

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Page 12 of 15 – SEC Filing

CUSIP
No.  05366U100
13D/A Page 12 of 15 Pages

*Percentage beneficial ownership reported herein reflects 31,925,446
shares of Common Stock outstanding as of August 10, 2017, as reported in the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2017.

(b)

(1)        Deerfield
Mgmt

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
685,040

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
685,040

(2)       Deerfield
Management

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
2,324,060

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
2,324,060

(3)       Deerfield
Special Situations Fund

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
413,611

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
413,611

(4)       Deerfield
Private Design Fund III

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
1,623,089

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
1,623,089

(5)       Deerfield
Partners

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
119,429

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
119,429

(6)       Deerfield
International Master Fund

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
152,000

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
152,000

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Page 13 of 15 – SEC Filing

CUSIP
No.  05366U100
13D/A Page 13 of 15 Pages

(7)       Deerfield
Mgmt III

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
685,040

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
685,040

(8)       Flynn

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
2,324,060

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
2,324,060

Flynn is the sole member of the general
partner of each of Deerfield Mgmt, Deerfield Mgmt III and Deerfield Management. Deerfield Mgmt is the general partner, and Deerfield
Management is the investment advisor, of Deerfield Special Situations Fund, Deerfield Partners and Deerfield International Master
Fund. Deerfield Mgmt III is the general partner, and Deerfield Management is the investment advisor, of Deerfield Private Design
Fund III.

(c) No Reporting Person has effected any
transactions in the Company’s securities within the past sixty days. The changes in the percentage of Common Stock beneficially
owned by each Reporting Person reflected in this Amendment have resulted solely from an increase in the number of shares of Common
Stock outstanding, a change in the number of shares of Common Stock underlying the vested portion of options held by Jonathan Leff
for the benefit of Deerfield Management and purchases that occurred prior to such sixty-day period.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby
amended by adding the following
:

Exhibit 99.2 Power
of Attorney (incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities
and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International
Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield
Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn).

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Page 14 of 15 – SEC Filing

CUSIP
No.  05366U100
13D/A Page 14 of 15 Pages

SIGNATURE

After reasonable inquiry
and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.


Dated: August 22, 2017

DEERFIELD
MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

By: /s/  Jonathan Isler

Name: Jonathan Isler

Title:   Attorney-in-Fact

DEERFIELD
MGMT III, L.P.

By: J.E. Flynn Capital III, LLC, General Partner

By: /s/  Jonathan Isler

Name: Jonathan Isler

Title:    Attorney-in-Fact

DEERFIELD
SPECIAL SITUATIONS FUND, L.P.

By:
Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/  Jonathan Isler

Name: Jonathan Isler

Title:   Attorney-in-Fact

DEERFIELD
PRIVATE DESIGN FUND III, L.P.

By:
Deerfield Mgmt III, L.P., General Partner

By: J.E. Flynn Capital III, LLC, General Partner

By: /s/  Jonathan Isler

Name: Jonathan Isler

Title:   Attorney-in-Fact

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Page 15 of 15 – SEC Filing

CUSIP
No.  05366U100
13D/A Page 15 of 15 Pages

DEERFIELD
INTERNATIONAL MASTER FUND, L.P.

By:
Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title:   Attorney-in-Fact

DEERFIELD
PARTNERS, L.P.

By:
Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title:   Attorney-in-Fact

DEERFIELD
MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title:    Attorney-in-Fact

JAMES E. FLYNN

/s/ Jonathan Isler

Jonathan Isler, Attorney-in-Fact

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