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This Amendment No. 3 (this “Amendment”)
to Schedule 13D amends the Schedule 13D (as previously amended, the “Schedule 13D”) filed by (i) Deerfield Mgmt,
L.P. (“Deerfield Mgmt”), (ii) Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations
Fund”), (iii) Deerfield Management Company, L.P. (“Deerfield Management”), (iv) Deerfield Private
Design Fund III, L.P. (“Deerfield Private Design Fund III”), (v) Deerfield Partners, L.P. (“Deerfield
Partners”), (vi) Deerfield International Master Fund, L.P. (“Deerfield International Master Fund”),
(vii) Deerfield Mgmt III, L.P. (“Deerfield Mgmt III”) and (viii) James E. Flynn, a natural person (“Flynn”
and collectively with Deerfield Mgmt, Deerfield Special Situations Fund, Deerfield Management, Deerfield Private Design Fund III,
Deerfield Partners, Deerfield International Master Fund and Deerfield Mgmt III, the “Reporting Persons”), with
respect to the securities of AveXis, Inc. (the “Company”), on February 19, 2016, as amended by Amendment Nos.
1 and 2 to the Schedule 13D filed on February 2, 2017 and May 31, 2017. Deerfield Special Situations Fund, Deerfield Private Design
Fund III, Deerfield Partners and Deerfield International Master Fund are collectively referred to herein as the “Funds.”
Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background.
Item 2(e) of the Schedule 13D is hereby
amended by adding the following:
On August 21, 2017, Deerfield Management
voluntarily agreed to settle an SEC administrative proceeding relating to alleged violations of Section 204A of the Investment
Advisers Act of 1940 (the “Advisers Act”), without admitting or denying the SEC’s allegations, pursuant to an
order under Section 203(e) and 203(k) of the Advisers Act (the “Order”). The Order resolved the SEC’s allegations
that Deerfield Management, from 2012 through 2014, violated Section 204A of the Advisers Act by failing to establish, maintain,
and enforce policies and procedures reasonably designed to prevent the misuse of material, nonpublic information, particularly
taking into consideration the nature of Deerfield Management’s business. The Order alleged that, as part of Deerfield
Management’s research in the healthcare sector, Deerfield Management engaged third party consultants and research firms,
including firms that specialized in providing “political intelligence” regarding upcoming regulatory and legislative
decisions, that Deerfield Management employees based certain trading recommendations on such information, and that hedge funds
advised by Deerfield Management then made those trades. The Order required Deerfield Management to cease and desist from
committing or causing any violations and any future violations of Section 204A of the Advisers Act, censured Deerfield Management
and provided that Deerfield Management will pay disgorgement and interest of $811,695 and a civil money penalty of $3,946,267.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended
and restated in their entirety as follows: