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

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Page 13 of 15 – SEC Filing

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

(8)       Flynn

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
2,252,128

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
2,252,128

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. Pursuant to an arrangement between Deerfield Management and Leff, for so long as Leff is employed by Deerfield Management,
any compensation that Leff receives from the Issuer is for the economic benefit of Deerfield Management and must be transferred
to Deerfield Management, for no consideration, subject to applicable restrictions on transfer. See Item 6 of the Schedule 13D for
additional information regarding such arrangement.

(c) No Reporting Person has effected any
transactions in the Company’s securities since the initial filing of the Schedule 13D. 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.

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