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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: 0001193125-15-319507

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File numbers found in text: 333-206430

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

Letter

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, NY 10036

September 14, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re: REGENXBIO Inc.

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

Ladies and Gentlemen:

In accordance with the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), we, the representative of the several underwriters (the “Representative”), hereby join in the request of REGENXBIO Inc. that the effective time of the above-referenced Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern time, on September 16, 2015, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that during the period from September 8, 2015 to the date of this letter, the preliminary prospectus, dated September 8, 2015, in connection with the Registration Statement was distributed approximately as follows:

Copies to underwriters:

Copies to prospective institutional investors:

1,925

Copies to prospective retail investors and others:

Total:

3,078

The Representative confirms on behalf of itself and the several underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 promulgated under of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,
MORGAN STANLEY & CO. LLC

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CORRESP
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CORRESP

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, NY 10036

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

One Bryant Park

 New York, NY 10036

September 14, 2015

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Re: REGENXBIO Inc.

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

Ladies and Gentlemen:

 In accordance with the
above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), we, the representative of
the several underwriters (the “Representative”), hereby join in the request of REGENXBIO Inc. that the effective time of the above-referenced Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern
time, on September 16, 2015, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act, please be advised
that during the period from September 8, 2015 to the date of this letter, the preliminary prospectus, dated September 8, 2015, in connection with the Registration Statement was distributed approximately as follows:

 Copies to underwriters:

487

 Copies to prospective institutional investors:

1,925

 Copies to prospective retail investors and others:

666

 Total:

3,078

 The Representative confirms on behalf of itself and the several underwriters that they have complied and will
continue to comply with the requirements of Rule 15c2-8 promulgated under of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

 MORGAN STANLEY & CO. LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH

    INCORPORATED

As Representative of the several Underwriters

By:

MORGAN STANLEY & CO. LLC

By:

 /s/ David Lederman

Name:

David Lederman

Title:

Vice President

By:

 MERRILL LYNCH, PIERCE, FENNER & SMITH

    INCORPORATED

By:

 /s/ Richard A. Diaz

Name:

Richard A. Diaz

Title:

Authorized Signatory

 [Signature Page to Representative Acceleration Request]