SC 13G/A

NAME OF REPORTING PERSONS

GIC Private Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

SC 13G/A 1 d289150dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2) *

REGENXBIO Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

75901B107

(CUSIP Number)

December 31, 2021

(Date of the 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)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.)


CUSIP No. 75901B107		SCHEDULE 13G		Page 2 of 5 Pages

⁽¹⁾	Based on 42,769,208 Common Stock outstanding as of October 28, 2021, according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 2, 2021.


CUSIP No. 75901B107		SCHEDULE 13G		Page 3 of 5 Pages

Item 1(a) Name of Issuer

REGENXBIO Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices

9804 Medical Center Drive

Rockville, MD 20850

Item 2(a) Name of Persons Filing

GIC Private Limited (“GIC”)

Item 2(b) Address of Principal Business Office or, if none, Residence

168 Robinson Road

#37-01 Capital Tower

Singapore 068912

Item 2(c) Citizenship

Singapore

Item 2(d) Title of Class of Securities

Common Stock, $0.0001 par value per share

Item 2(e) CUSIP Number

75901B107

Item 3 If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4 Ownership

(a - c) The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following tables:

Reporting Person

No. of Securities
Beneficially Owned

Percent of
Class (3)

Voting Power

Dispositive Power

Sole (1), (2)

Shared (1),
(2)

Sole (1), (2)

Shared
(1), (2)

GIC Private Limited

2,118,274

4.95

1,618,475

499,799

1,618,475

499,799


CUSIP No. 75901B107		SCHEDULE 13G		Page 4 of 5 Pages

(1)

GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 1,618,475 securities beneficially owned by it. GIC shares power to vote and dispose of 499,799 securities beneficially owned by it with MAS.

(2)

GIC disclaims membership in a group.

(3)

Based on 42,769,208 Common Stock outstanding as of October 28, 2021, according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 2, 2021.

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof, GIC has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6 Ownership of More than Five 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

Not applicable.

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.


CUSIP No. 75901B107		SCHEDULE 13G		Page 5 of 5 Pages

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 as dated.


GIC PRIVATE LIMITED

By:		/s/ Diane Liang Weishan
Name: Diane Liang Weishan
Title: Senior Vice President

Date: February 10, 2022

By:		/s/ Toh Tze Meng
Name: Toh Tze Meng
Title: Senior Vice President

Date: February 10, 2022

SEC Form SC 13G/A filed by REGENXBIO Inc. (Amendment)