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SEC Company Response from REGENXBIO Inc. (RGNX) (CIK 0001590877) (RGNX) — Sep 14, 2015

REGENXBIO Inc. (RGNX) (CIK 0001590877)
Date: Sept. 14, 2015 · CIK: 0001590877 · Accession: 0001193125-15-319502

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File numbers found in text: 333-206430

Date
September 14, 2015
Author
By
Form
CORRESP
Company
REGENXBIO Inc. (RGNX) (CIK 0001590877)

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Jeffrey P. Riedler John Krug Re: REGENXBIO Inc. Registration Statement on Form S-1 (File No. 333-206430) Request for Acceleration of Effective Date

Dear Mr. Riedler:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, REGENXBIO Inc. (the “Registrant”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-206430) (as amended, the “Registration Statement”), so that it may become effective at 5:00 p.m. Eastern Time on September 16, 2015, or as soon thereafter as practicable. By separate letter, the representatives of the underwriters of the issuance of the securities being registered join this request for acceleration.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature Page Follows]

Please do not hesitate to contact our legal counsel, Albert Vanderlaan at (617) 648-9298 if you have any questions or would like additional information regarding this matter.

Sincerely,
REGENXBIO Inc.

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 REGENXBIO INC.

9712 MEDICAL CENTER DRIVE, SUITE 100

ROCKVILLE, MD 20850

September 14, 2015

 VIA EDGAR

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)

 Request for Acceleration of Effective Date

Dear Mr. Riedler:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, REGENXBIO Inc. (the “Registrant”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-206430) (as amended,
the “Registration Statement”), so that it may become effective at 5:00 p.m. Eastern Time on September 16, 2015, or as soon thereafter as practicable. By separate letter, the representatives of the underwriters of the issuance
of the securities being registered join this request for acceleration.

 The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 [Signature Page Follows]

 1

 Please do not hesitate to contact our legal counsel, Albert Vanderlaan at (617) 648-9298 if
you have any questions or would like additional information regarding this matter.

Sincerely,

REGENXBIO Inc.

By:

 /s/ Kenneth T. Mills

Kenneth T. Mills

President and Chief Executive Officer

cc:

Jay K. Hachigian

Richard R. Hesp, Esq.

Keith J. Scherer, Esq.

Albert W. Vanderlaan, Esq.

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 2