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13G Filing: RTW Investments, LP and Regenxbio Inc. (RGNX)

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
RTW Investments 0 1,547,885 0 1,547,885 1,547,885 5.0%
Roderick Wong 0 1,547,885 0 1,547,885 1,547,885 5.0%

Page 1 of 8 – SEC Filing

 

 

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

 

SCHEDULE
13G

 

Under
the Securities Exchange Act of 1934 (Amendment No. __N/A__)*

 

Regenxbio
Inc.

 

(Name
of Issuer)

 

Common
Stock

 

(Title
of Class of Securities)

 

75901B107

 

(CUSIP
Number)

 

October
2, 2017

 

(Date
of Event Which Requires Filing of this Statement)

 

Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

    [  ]
Rule 13d-1(b)
     
    [X]
Rule 13d-1(c)
     
    [  ]
Rule 13d-1(d)

 

 

*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 the disclosures
provided
in a prior
cover page.

 

The
information required
in 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 8 – SEC Filing

 

CUSIP
NO.
75901B107   

 

1. NAME
OF REPORTING PERSONS
  I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  RTW
Investments, LP
   
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a)
[  ]
  (b)
[X]
   
3. SEC
USE ONLY
   
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
   
  Delaware
   
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
   
5. SOLE
VOTING POWER
   
  0
   
6. SHARED
VOTING POWER
   
  1,547,885*
   
7. SOLE
DISPOSITIVE POWER
   
  0
   
8. SHARED
DISPOSITIVE POWER
   
  1,547,885*
   
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,547,885*
   
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  [  ]
   
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.0%*
   
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN,
OO, IA

 

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Page 3 of 8 – SEC Filing

 

CUSIP
NO.
75901B107   

 

1.

NAME
OF REPORTING PERSONS

  I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  Roderick
Wong
   
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a)
[  ]
  (b)
[X]
   
3. SEC
USE ONLY
   
   
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
   
  United
States of America
   
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
   
5. SOLE
VOTING POWER
   
  0
   
6. SHARED
VOTING POWER
   
  1,547,885*
   
7. SOLE
DISPOSITIVE POWER
   
  0
   
8. SHARED
DISPOSITIVE POWER
   
  1,547,885*
   
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,547,885*
   
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  [  ]
   
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.0%*
   
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN,
HC

 

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Page 4 of 8 – SEC Filing

 

Item
1.

(a).

Name
of Issuer:

     
   

Regenxbio
Inc

     
 

(b).

Address
of issuer’s principal executive offices:

     
   

9600
Blackwell Road, Suite 210

     
    Rockville,
MD 20850
     

Item
2.

(a).

Name
of person filing:

     
   

RTW
Investments, LP

    Roderick
Wong
     
 

(b).

Address
or principal business office or, if none, residence:

     
   

RTW
Investments, LP

     
    250 West 55th
Street, 16th Floor
    Suite
A
    New
York, New York 10019
     
   

Roderick
Wong

     
   

c/o
RTW Investments, LP

    250 West 55th
Street, 16th Floor
    Suite
A
    New
York, New York 10019
     
 

(c).

Citizenship:

     
   

RTW
Investments, LP – Delaware

    Roderick
Wong – United States of America
     
 

(d).

Title
of class of securities:

     
   

Common
Stock, $0.001 par value per share

     
 

(e).

CUSIP
No.:

     
   

75901B107

 

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Page 5 of 8 – SEC Filing

 

Item
3.
If
This Statement is
filed pursuant to
§§.240.13d1(b)
or 240.13d-2(b),
or (c), check whether the person
filing is a
   
  N/A
   
Item
4.
Ownership.
   
  Provide
the following
information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount
beneficially owned:

 

    RTW
Investments, LP – 1,547,885*
    Roderick
Wong – 1,547,885*

 

  (b) Percent
of class:

 

    RTW
Investments, LP – 5.0%*
    Roderick
Wong – 5.0%*

 

  (c) Number
of shares as to which the person has:

 

  (i) Sole
power to vote or to direct the vote
     
    RTW
Investments, LP – 0
    Roderick
Wong – 0
     
  (ii) Shared
power to vote or to direct the vote
     
    RTW
Investments, LP – 1,547,885*
    Roderick
Wong – 1,547,885*
     
  (iii) Sole
power to dispose or to direct the disposition of
     
    RTW
Investments, LP – 0
    Roderick
Wong – 0
     
  (iv) Shared
power to dispose or to direct the disposition of
     
    RTW
Investments, LP – 1,547,885*
    Roderick
Wong – 1,547,885*

 

 

*
The shares of common stock, $0.0001 par value (the “Shares”), of Regenxbio Inc. (the “Company”) reported herein
are held by two or more funds (together the “Funds”), which are managed by RTW Investments, LP (the “Adviser”).
The Adviser, in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition
of all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially
own an aggregate of 1,547,885 Shares, or 5.0% of Shares deemed issued and outstanding as of August 4, 2017. Roderick Wong is the
Managing Partner of the Adviser. The beneficial ownership percentage reported herein is based on 30,894,443 voting Shares issued
and outstanding as of August 4, 2017, as disclosed in the Company’s Quarterly Report filed with the Securities and Exchange Commission
on August 8, 2017. This report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial
owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for
any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to
the extent of the reporting person’s pecuniary interest therein.

 

 

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Page 6 of 8 – SEC Filing

 

Item
5.
Ownership
of Five Percent or Less of a Class.
   
  If this statement
is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of
more than five percent of the
class of securities, check the following
[  ].
   
  N/A
   
Item
6.
Ownership
of More Than Five
Percent on Behalf
of Another Person.
   
If any other
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities, a statement
to that effect should be included in response
to this item and, if such interest relates
to more than 5 percent of the class,
such person should be
identified.
A listing of the shareholders
of an investment
company
registered
under the
Investment
Company Act of
1940
or the
beneficiaries
of employee
benefit plan,
pension
fund
or endowment
fund is
not required.
   
  N/A
   
Item
7.
Identification
and Classification of the
Subsidiary Which Acquired
the Security Being Reported
on by the Parent
  Holding
Company
or Control
Person.
   
. If a parent holding
company or control person has filed
this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(G),
so indicate under Item 3(g)
and attach an exhibit
stating the identity
and the Item 3 classification of
the relevant subsidiary.
If a parent holding
company or control
person has filed this
schedule pursuant
to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit
stating the identification
of the relevant
subsidiary
   
  N/A
   
Item
8.
Identification
and Classification
of Members of
the Group.
   
If a group has
filed this schedule
pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j)
and attach an exhibit stating the
identity and Item 3 classification
of each member of the group. If a group has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identity of each member of the
group.
   
  N/A
   
Item
9.
Notice
of Dissolution
of Group.
   
  Notice
of dissolution
of a group may be furnished
as an exhibit stating
the date of the
dissolution
and that all further
filings with
respect to transactions
in the security reported on will be filed,
if required, by
members of the group,
in their individual capacity. See
Item 5.
   
  N/A
   
Item 10. Certification.
   
  By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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Page 7 of 8 – SEC Filing

 

SIGNATURE

 

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

 

Dated:
October 5, 2017

 

  RTW
Investments, LP
     
  By: /s/ Roderick
Wong
    Roderick Wong,
Managing Partner
     
  Roderick Wong
     
  By: /s/ Roderick
Wong
    Roderick Wong,
Individually

 

The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

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

 

Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

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Page 8 of 8 – SEC Filing

 

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