Redmile Reports 9.9% Position in REGENXBIO (RGNX) Including Warrants

Rhea-AI Filing Summary

Redmile Group, LLC and related persons report a 9.99% beneficial position in REGENXBIO Inc. The filing shows Redmile Group, LLC and principal Jeremy C. Green each report shared voting and dispositive power over 5,062,477 shares, representing 9.9% of the class on a calculated basis. Those totals include 286,760 shares that could be issued upon exercise of pre-funded warrants but are limited by a Beneficial Ownership Limitation that prevents exercise that would cause ownership to exceed 9.99%. Redmile Biopharma Investments III, L.P. reports ownership of 3,733,796 shares (7.4%), comprised of 3,447,036 directly held shares plus warrants subject to the same blocker. All parties disclaim ownership except for pecuniary interest. The percentage base uses 50,388,693 outstanding shares as of June 9, 2025, plus the 286,760 potentially issuable Warrant shares.

Positive

• Material disclosed stake: Redmile Group, LLC and Jeremy C. Green report a significant position of 5,062,477 shares (9.9%), which is a material, clearly disclosed holding.
• Transparent use of warrant mechanics: The filing explains how pre-funded warrants and a Beneficial Ownership Limitation are treated in the ownership calculation.
• Clear manager/vehicle reporting: The filing identifies Redmile Group as investment manager, Jeremy C. Green as principal, and RBI III as a managed fund with separate figures.

Negative

• Warrant limitation reduces potential immediate ownership: Exercise of pre-funded warrants is restricted by the Beneficial Ownership Blocker, limiting issuance to the extent it would exceed 9.99% ownership.
• Disclaimers on beneficial ownership: Redmile Group and Mr. Green disclaim beneficial ownership except for pecuniary interest, which may limit clarity about control influence despite shared voting power being reported.

Insights

Securities Analyst

TL;DR: Active institutional holder reported a near-10% position, including warrant-related potential shares limited by a blocker.

Redmile Group, LLC and Jeremy C. Green disclose shared voting and dispositive power over 5,062,477 REGENXBIO shares (9.9% computed). The filing explicitly includes a capped number of shares issuable upon exercise of pre-funded warrants (286,760) due to a contractual Beneficial Ownership Limitation that prevents issuances raising ownership above 9.99%. RBI III separately reports 3,733,796 shares (7.4%). These are Schedule 13G amendments indicating passive/investment manager status rather than an active control intent, with explicit disclaimers of beneficial ownership beyond pecuniary interest.

Corporate Governance Expert

TL;DR: Reporting structure shows coordinated disclosure by manager, principal, and managed fund with legal disclaimers and a warrant blocker.

The filing clarifies relationships: Redmile Group as investment manager, Jeremy C. Green as principal, and RBI III as a managed vehicle. Shared voting/dispositive power is reported, while each filer's certification states the holdings were not acquired to influence control. The Beneficial Ownership Blocker and the 9.99% Beneficial Ownership Limitation are central contractual features that determine how many Warrant-issued shares are counted for percentage calculations.

FAQ

How many REGENXBIO (RGNX) shares does Redmile Group, LLC report owning?

Redmile Group, LLC reports shared voting and dispositive power over 5,062,477 shares, representing 9.9% of the class as calculated in the filing.

What percentage of REGENXBIO does Jeremy C. Green report?

Jeremy C. Green reports an aggregate beneficial amount of 5,062,477 shares, calculated as 9.9% of outstanding shares under the filing's methodology.

How many shares does Redmile Biopharma Investments III, L.P. report owning?

Redmile Biopharma Investments III, L.P. reports 3,733,796 shares, equal to 7.4% of the class per the filing.

What are the warrants mentioned and how do they affect the reported percentages?

The filing references pre-funded warrants that could issue up to 286,760 shares counted in the percentage base; exercise is limited by a Beneficial Ownership Limitation preventing any exercise that would raise ownership above 9.99%.

What share count was used to calculate the percentages?

Percentages are based on 50,388,693 shares outstanding as of June 9, 2025 from the Issuer's Prospectus plus the 286,760 warrant shares used under the Beneficial Ownership Limitation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 04:18 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

REGENXBIO Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

75901B107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 75901B107

1

Names of Reporting Persons

Redmile Group, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,062,477.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,062,477.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,062,477.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Redmile Group, LLC's beneficial ownership of the Issuer's common stock ("Common Stock") is comprised of 4,775,717 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC (the "Redmile Clients"), including Redmile Biopharma Investments III, L.P. ("RBI III"). Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group, LLC may also be deemed to beneficially own 1,125,440 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase Common Stock (the "Warrants"). Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that after giving effect to such issuance after exercise, the holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates), would beneficially own in excess of 9.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant (the "Beneficial Ownership Blocker"). The Beneficial Ownership Limitation may be changed at a holder's election upon 61 days' notice to the Issuer. The 5,062,477 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below), which includes 286,760 shares of Common Stock that could be issued upon exercise of certain of the Warrants under the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Percentage based on: (i) 50,388,693 shares of Common Stock outstanding as of June 9, 2025, as reported by the Issuer in its Prospectus dated June 25, 2025 filed with the SEC pursuant to Rule 424(b)(3) under the Securities Act of 1933 on June 25, 2025 (the "Prospectus"); plus (ii) 286,760 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

SCHEDULE 13G

CUSIP No. 75901B107

1

Names of Reporting Persons

Jeremy C. Green

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,062,477.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,062,477.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,062,477.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Jeremy C. Green's beneficial ownership of Common Stock is comprised of 4,775,717 shares of Common Stock owned by the Redmile Clients, including RBI III. Subject to the Beneficial Ownership Blocker, Mr. Green may also be deemed to beneficially own 1,125,440 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that the Beneficial Ownership Blocker applies. The 5,062,477 shares of Common Stock reported as beneficially owned by Mr. Green in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below), which includes 286,760 shares of Common Stock that could be issued upon exercise of certain of the Warrants under the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Percentage based on: (i) 50,388,693 shares of Common Stock outstanding as of June 9, 2025, as reported by the Issuer in the Prospectus; plus (ii) 286,760 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

SCHEDULE 13G

CUSIP No. 75901B107

1

Names of Reporting Persons

Redmile Biopharma Investments III, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,733,796.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,733,796.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,733,796.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.4 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: RBI III's beneficial ownership of Common Stock is comprised of 3,447,036 shares of Common Stock directly held by RBI III. Subject to the Beneficial Ownership Blocker, RBI III may also be deemed to beneficially own 869,603 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI III. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RBI III in this Schedule 13G represent the shares of Common Stock held directly by RBI III and the 286,760 shares of Common Stock that could be issued to RBI III upon exercise of certain of the Warrants directly held by RBI III under the Beneficial Ownership Blocker. Percentage based on: (i) 50,388,693 shares of Common Stock outstanding as of June 9, 2025, as reported by the Issuer in the Prospectus; plus (ii) 286,760 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI III, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: REGENXBIO Inc.
(b)	Address of issuer's principal executive offices: 9804 Medical Center Drive, Rockville, MD, 20850
Item 2.
(a)	Name of person filing: Redmile Group, LLC Jeremy C. Green Redmile Biopharma Investments III, L.P.
(b)	Address or principal business office or, if none, residence: Redmile Group, LLC One Letterman Drive Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129 Jeremy C. Green c/o Redmile Group, LLC (NY Office) 45 W. 27th Street, Floor 11 New York, NY 10001 Redmile Biopharma Investments III, L.P. c/o Redmile Group, LLC One Letterman Drive Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129
(c)	Citizenship: Redmile Group, LLC: Delaware Jeremy C. Green: United Kingdom Redmile Biopharma Investments III, L.P.: Delaware
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 75901B107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Redmile Group, LLC - 5,062,477 (1) Jeremy C. Green - 5,062,477 (1) Redmile Biopharma Investments III, L.P. - 3,733,796 (2)
(b)	Percent of class: Redmile Group, LLC - 9.9% (3) Jeremy C. Green - 9.9% (3) Redmile Biopharma Investments III, L.P. - 7.4% (3)
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Redmile Group, LLC - 0 Jeremy C. Green - 0 Redmile Biopharma Investments III, L.P. - 0
	(ii) Shared power to vote or to direct the vote: Redmile Group, LLC - 5,062,477 (1) Jeremy C. Green - 5,062,477 (1) Redmile Biopharma Investments III, L.P. - 3,733,796 (2)
	(iii) Sole power to dispose or to direct the disposition of: Redmile Group, LLC - 0 Jeremy C. Green - 0 Redmile Biopharma Investments III, L.P. - 0
	(iv) Shared power to dispose or to direct the disposition of: Redmile Group, LLC - 5,062,477 (1) Jeremy C. Green - 5,062,477 (1) Redmile Biopharma Investments III, L.P. - 3,733,796 (2) (1) Redmile Group, LLC's and Jeremy C. Green's beneficial ownership of the Issuer's Common Stock is comprised of 4,775,717 shares of Common Stock owned by the Redmile Clients, including RBI III. Subject to the Beneficial Ownership Blocker, Redmile Group, LLC and Mr. Green may also be deemed to beneficially own 1,125,440 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The 5,062,477 shares of Common Stock reported as beneficially owned by Redmile Group, LLC and Mr. Green in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (3) below), which represent the shares of Common Stock held directly by the Redmile Clients and the 286,760 shares of Common Stock that could be issued upon exercise of certain of the Warrants under the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. (2) RBI III's beneficial ownership of Common Stock is comprised of 3,447,036 shares of Common Stock. Subject to the Beneficial Ownership Blocker, RBI III may also be deemed to beneficially own 869,603 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI III. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RBI III in this Schedule 13G represent the shares of Common Stock held directly by RBI III and the 286,760 shares of Common Stock that could be issued to RBI III upon exercise of certain of the Warrants directly held by RBI III under the Beneficial Ownership Blocker. (3) Percentage based on: (i) 50,388,693 shares of Common Stock outstanding as of June 9, 2025, as reported by the Issuer in the Prospectus; plus (ii) 286,760 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See the response to Item 4.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Redmile Group, LLC

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member
Date:	08/14/2025

Jeremy C. Green

Signature:	/s/ Jeremy C. Green
Name/Title:	Jeremy C. Green
Date:	08/14/2025

Redmile Biopharma Investments III, L.P.

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member of Redmile Biopharma Investments III (GP), LLC, general partner of Redmile Biopharma Investments III, L.P.
Date:	08/14/2025