Steve Pakola - Jan 2, 2024 Form 4 Insider Report for REGENXBIO Inc. (RGNX)

Role: Chief Medical Officer
Signature: /s/ Patrick J. Christmas as attorney-in-fact
Stock symbol: RGNX
Transactions as of: Jan 2, 2024
Transactions value $: -$486,200
Form type: 4
Date filed: 1/4/2024, 04:23 PM
Previous filing: Jan 5, 2023
Next filing: Mar 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RGNX	Common Stock	Tax liability	-$186K	-10.4K	-10.11%	$17.95	92.4K	Jan 2, 2024	Direct	F1
transaction	RGNX	Common Stock	Award	$0	+32.1K	+34.7%	$0.00	124K	Jan 2, 2024	Direct	F2
transaction	RGNX	Common Stock	Sale	-$300K	-17.2K	-13.85%	$17.39	107K	Jan 3, 2024	Direct	F3, F4

Showing 1 to 3 of 3 entries

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RGNX	Stock Options (Right to buy)	Award	$0	+50.9K		$0.00	50.9K	Jan 2, 2024	Common Stock	50.9K	$18.34	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	Represents shares of common stock withheld to pay taxes upon the vesting of restricted stock units originally granted to the reporting person on January 4, 2021, January 3, 2022 and January 3, 2023. The number of shares withheld was determined on January 2, 2024 based on the closing price of the issuer's common stock on December 29, 2023.
F2	Represents shares of common stock underlying a time-based restricted stock unit award (RSU). 25% of the shares subject to this RSU will vest on each of January 1, 2025, January 1, 2026, January 1, 2027 and January 1, 2028 while the recipient provides continuous service to the Issuer.
F3	This transaction was effected pursuant to a Rule 10b5-1 trading plan.
F4	This transaction was executed in multiple trades at prices ranging from $17.05 to $17.61. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F5	25% of the shares subject to this option shall vest after 12 months of continuous service with the Issuer. The balance will vest in equal monthly installments over the 36 months following January 2, 2025 while the optionee provides continuous service to the Issuer.