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SUPLTR

 AUGUST 27, 2015

CONFIDENTIAL TREATMENT REQUESTED BY REGENXBIO INC.

PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED

WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE

CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION.

 Via EDGAR and
Courier

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:

Jeffrey P. Riedler

Preston Brewer

John Krug

Re:

REGENXBIO Inc.

Registration Statement on Form S-1 (File No. 333-206430)

Filed August 17, 2015

 Dear Mr. Riedler:

 On
behalf of REGENXBIO Inc. (the “Company”), and in connection with the submission of a letter dated August 10, 2015 (the “Response Letter”) in response to comments from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 28, 2015 (the “Comment Letter”), relating to the above-referenced Registration Statement on Form S-1 originally
confidentially submitted by the Company with the Commission on July 1, 2015 and subsequently filed with the Commission on August 17, 2015 (the “Registration Statement”), we submit this supplemental letter to further
address comment 11 of the Comment Letter.

 Because of the commercially sensitive nature of information contained herein, this submission is accompanied by
a request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant
to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations,
as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. For the convenience of the Staff, we are providing to the Staff copies of
this letter by courier.

 In this letter, we have recited comment 11 of the Comment Letter in italicized, bold type and have followed the comment with the
Company’s response. Except as otherwise specifically indicated, page references herein correspond to the page of the Registration Statement, as applicable.

 Securities and Exchange Commission

August 27, 2015

  Page
 2

 Critical Accounting Policies and
Significant Judgments and Estimates

 Stock-Based Compensation

Common Stock Valuation Methodology, page 77

11.
We may have additional comments on your accounting for equity issuances including stock compensation and beneficial conversion features. Once you have an estimated offering price, please provide us an analysis
explaining the reasons for the differences between recent valuations of your common stock leading up to the IPO and the estimated offering price.

To assist the Staff in its evaluation of the Company’s stock-based compensation, the Company has provided the analysis as set forth in this letter.

The Company will set forth a bona fide initial public offering (“IPO”) price range in a pre-effective amendment to the Registration Statement
prior to the distribution of any preliminary prospectus, please see “Discussion of Estimated Offering Price” below.

 GRANTS OF COMMON STOCK
OPTIONS IN THE PRECEDING 12 MONTHS

 The following table summarizes by grant date the number of shares of common stock underlying stock options granted
during the previous 12 months, as well as the associated per share exercise price and the estimated fair value per share of the Company’s common stock on the grant date to determine stock based compensation expense for financial reporting
purposes:

 Grant Date

Number of
Common Shares
Underlying Options
Granted

Exercise Price Per
Common Share

Estimated Fair
Value Per Common
Share (a)(b)

 September 24, 2014

1,884,500

$
0.85

$
0.52

 November 4, 2014

247,900

$
0.85

$
0.49

 May 19, 2015

1,063,900

$
3.76

$
2.27

(a)
The Estimated Fair Value per Common Share reflects the weighted-average fair value per share of common stock of options granted on each grant date, determined using the Black-Scholes option-pricing model.

(b)
For purposes of recording stock-based compensation for grants of options to non-employees, the Company measures the fair value of the award on the service completion date (vesting date). At the end of each reporting
period prior to completion of the services, the Company remeasures the value of any unvested portion of the option based on the then-current fair value of the option and adjusts the expense accordingly. The weighted-average fair value amounts
presented in this column for grants to non-employees reflect only the grant-date fair value of options granted to non-employees and not any subsequently remeasured fair value of those options.

DETERMINATION OF FAIR VALUE OF COMMON STOCK

 The Company
respectfully directs the Staff to pages 76 through 82 of the Registration Statement for a thorough discussion of the Company’s methodology for determining the fair value of its common stock. As described in the Registration Statement, the
Company has historically determined the fair value of its

 ***
Confidential material redacted

 CONFIDENTIAL TREATMENT REQUESTED BY REGENXBIO INC.

 Securities and Exchange Commission

August 27, 2015

  Page
 3

 common stock using methodologies,
approaches and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Guide”).
In addition, the Company’s board of directors (the “Board”) also considered numerous objective and subjective factors, along with input from management, to determine the fair value of the Company’s common stock as
disclosed in the Registration Statement.

 The Company’s common stock valuations were performed using the market multiple approach, option-pricing
method (“OPM”) back-solve method or a hybrid of the probability-weighted expected return method (“PWERM”) and the OPM, which the Company refers to as the “Hybrid Method”. Each of the methods is
described as follows:

•

Market multiple approach. The market multiple approach estimates the fair value of a company by applying market multiples of comparable publicly-traded companies and publicly disclosed financial data to arrive at
an estimated equity value. That equity value is then allocated to the various classes of equity using the OPM to arrive at the fair value of common stock.

•

OPM. The OPM back-solve method derives the implied equity value for one type of equity security from a contemporaneous transaction involving another type of equity security. The OPM treats common stock and
convertible preferred stock as call options on an equity value, with exercise prices based on the liquidation preference of the convertible preferred stock. Therefore, the common stock has value only if the funds available for distribution to the
stockholders exceed the value of the liquidation preference at the time of a liquidity event such as a merger, sale or IPO, assuming the enterprise has funds available to make a liquidation preference meaningful and collectible by the stockholders.
The common stock is modeled to be a call option with a claim on the enterprise at an exercise price equal to the remaining value immediately after the convertible preferred stock is liquidated. The OPM uses the Black-Scholes option-pricing model to
price the call options. The OPM is appropriate to use when the range of possible future outcomes is so difficult to predict that forecasts would be highly speculative.

•

PWERM. The PWERM is a scenario-based analysis that estimates the per share value of common stock based on the probability-weighted present value of expected future equity values for the common stock, under
various possible future liquidity event scenarios, in light of the rights and preferences of each class of stock, discounted for time to liquidity event at a rate that considers lack of marketability. The probability weighting of each potential
liquidity event used in its PWERM analysis is based on the Company’s stage of development, the status of its research and development efforts and financial position, external market conditions affecting the biotechnology industries, the
volatility in the capital markets, especially with respect to initial public offerings, and the relative likelihood of achieving a liquidity event such as an initial public offering or sale of the Company in light of prevailing market conditions.

 VALUATIONS AND OPTION GRANTS OVER THE PREVIOUS 12 MONTHS

The Company respectfully directs the Staff to pages 78 through 82 of the Registration Statement for a thorough discussion of the Company’s valuation and
option grants over the previous 12 months. The Company performed three valuations of its common stock as of the following dates: July 31, 2014 (the “July 2014 Valuation Date”), April 30, 2015 (the “April 2015
Valuation Date”) and June 15, 2015 (the “June 2015 Valuation Date”).

*** Confidential material redacted

CONFIDENTIAL TREATMENT REQUESTED BY REGENXBIO INC.

 Securities and Exchange Commission

August 27, 2015

  Page
 4

 July 2014 Valuation Price

At the July 2014 Valuation Date, the fair value of the Company’s common stock was estimated to be $0.85 per share (the “July 2014 Valuation
Price”). After due consideration, the Board determined the fair market value of the Company’s common stock as of the September 24, 2014 and November 4, 2014 stock option grant dates was equal to the July 2014 Valuation Price.
The Company believes there were no significant events that occurred between the July 2014 Valuation Date and the September 24, 2014 and November 2, 2014 stock option grant dates which had a significant effect on the Company’s equity
value. Specifically, there were no significant changes in the Company’s business, including its financing, key management personnel, intellectual property licensing, technology or research and development, that would suggest a change in the
fair value of the Company’s common stock from the July 2014 Valuation Date. The July 2014 Valuation Price was determined using a hybrid of the market multiple approach (20% weighting) and OPM back-solve method (80% weighting).

Under the market multiple approach, the Company applied a market multiple of revenue of comparable publicly-traded companies to its estimated revenue for the
year ended December 31, 2014 to arrive at an estimated equity value. Consideration was given to differences between the Company and the selected guideline public companies in terms of size, anticipated profitability, market size and other
critical characteristics that generally reflect an investor’s assessment of the business and financial risks inherent in the industry. In particular, the Company gave consideration to the fact that it had no approved products or clinical-stage
product candidates in its development pipeline at such time compared to comparable publicly-traded companies that had clinically-advanced pipelines and approved drug products.

Under the OPM, the Company applied the OPM back-solve method to solve for the equity value, and corresponding value of common stock, based on the price per
unit of its Series B Preferred Units issued and sold in October 2013. The Series B Preferred Units financing was led by a third-party investor that had not previously invested in the Company. The Company believes there were no significant events in
the Company’s business that occurred between October 2013 and the July 2014 Valuation Date which had a significant effect on the value of the Series B Preferred Units (and corresponding value of common stock). Accordingly, the Company believes
the per unit issuance price of the Series B Preferred Units provides an indication of the fair value of the Company’s equity as of the July 2014 Valuation Date.

The OPM is appropriate to use when the range of possible future outcomes is so difficult to predict that forecasts, and other potential outcomes, would be
highly speculative. The Company believes that a weighting of 80% on the OPM back-solve method was appropriate given the high amount of speculation required to predict future outcomes and forecasts due to the Company’s early stage of
development, lack of capitalization and key management personnel and pre-clinical stage of development of any potential product candidates at the date of the valuation. In order to capture the effects of market forces on the equity value of the
business, the Company deemed it appropriate to apply a 20% weighting on the market multiple approach. A higher weighting was placed on the OPM over the market multiple approach because at such time the Company did not have any approved product sales
and revenues were primarily driven by license revenue which is highly unpredictable and may fluctuate significantly from period to period given its contingent nature. The Company determined that as of the July 2014 Valuation Date, the market
multiple approach and OPM back-solve methods were more appropriate than a PWERM approach due to the high level of speculation that would be required to predict future liquidity events such as a sale, merger or IPO. Specifically, due to the
Company’s limited capitalization and early stage of research and development for it potential lead product candidates, the Company believed that such liquidity events would be highly contingent upon multiple additional successful private
financing rounds from new investors, the hiring of key management personnel and the advancement of its lead product candidates into clinical trials. Given the uncertainty surrounding those events, a PWERM approach was not considered a reliable
indicator of fair value.

 *** Confidential material redacted

CONFIDENTIAL TREATMENT REQUESTED BY REGENXBIO INC.

 Securities and Exchange Commission

August 27, 2015

  Page
 5

 April 2015 Valuation Price

 At the April 2015 Valuation Date, the fair value of the Company’s common stock was estimated to be $3.76 per share (the “April 2015
Valuation Price”). After due consideration, the Board determined the fair market value of the Company’s common stock as of the May 19, 2015 stock option grant date was equal to the April 2015 Valuation Price. The Company believes
there were no significant events that occurred between the April 2015 Valuation Date and the May 19, 2015 stock option grant date which had a significant effect on the Company’s equity value, with the exception of the issuance and sale of
Series D Preferred Stock on May 15, 2015, the terms of which were incorporated into the April 2015 Valuation Price. The April 2015 Valuation Price was determined using the Hybrid Method, and applied a 15% probability-weighting to the PWERM and
an 85% probability-weighting to the OPM.

 The PWERM utilized to determine the April 2015 Valuation Price assumed an IPO date five months from the April
2015 Valuation Date. The PWERM considers two possible outcomes: (i) a future equity value upon an IPO at the higher end of an estimated range and (ii) a future equity value upon an IPO at the lower end of an estimated range. In order to
estimate the range of potential future equity values upon an IPO for the PWERM, the Company considered the pre-money enterprise values at the IPO date of comparable companies that had undergone IPOs in recent periods prior to the April 2015
Valuation Date. The Company placed a 35% probability-weighting on the higher end of the range of expected future equity values and a 65% probability-weighting on the lower end of the range, based on the stage of developmen