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
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CORRESP
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filename1.htm
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]