Nagendran Sukumar Form 4 AveXis / Sukumar Nagendran ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nagendran Sukumar

(Last) (First) (Middle)

C/O AVEXIS, INC.

2275 HALF DAY ROAD, SUITE 200

(Street)

BANNOCKBURN IL 60015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AveXis, Inc. [ AVXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP & Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2018		D(1)		3,800(2)	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$18.47	05/15/2018		D(1)			178,494	(3)	09/14/2025	Common Stock	178,494	$0.00	0	D
Stock Option (Right to Buy)	$42.61	05/15/2018		D(1)			37,750	(3)	06/20/2026	Common Stock	37,750	$0.00	0	D
Stock Option (Right to Buy)	$77.24	05/15/2018		D(1)			25,200	(3)	05/10/2027	Common Stock	25,200	$0.00	0	D
Stock Option (Right to Buy)	$133.8	05/15/2018		D(1)			15,000	(3)	03/13/2028	Common Stock	15,000	$0.00	0	D
Performance Stock Units (Right to Buy)	(4)	05/15/2018		A(4)		9,906		(5)	05/15/2028	Common Stock	9,906	$0.00	9,906	D
Performance Stock Units (Right to Buy)	(4)	05/15/2018		D(1)			9,906	(6)	05/15/2028	Common Stock	9,906	$0.00	0	D

Explanation of Responses:

1. 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.

2. Represents 3,800 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.

3. 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.

4. On March 20, 2017, the Reporting Person was awarded a performance stock unit (the "PSU") equal to 9,906 shares of Common Stock, subject to the achievement of certain regulatory and manufacturing milestones. On May 15, 2018, in connection with the closing of the transactions contemplated by the Merger Agreement, all applicable performance milestones were satisfied.

5. Immediately exercisable.

6. Pursuant to the Merger Agreement, each outstanding PSU 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 subject to the PSU.

Remarks:

	/s/Madison Jones, Attorney-in-Fact	05/15/2018
	** Signature of Reporting Person	Date
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