Michael F. MacLean - Jun 17, 2024 Form 4 Insider Report for Avidity Biosciences, Inc. (RNA)

Signature
/s/ John W. Wallen III, Ph.D., J.D., Attorney-in-Fact
Stock symbol
RNA
Transactions as of
Jun 17, 2024
Transactions value $
-$439,345
Form type
4
Date filed
6/20/2024, 06:48 PM
Previous filing
Jun 14, 2024
Next filing
Jun 28, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RNA Common Stock Award $0 +25K +56.7% $0.00 69.1K Jun 17, 2024 Direct F1
transaction RNA Common Stock Sale -$439K -11.2K -16.25% $39.13 57.9K Jun 18, 2024 Direct F2, F3
transaction RNA Common Stock Award $0 +25K +43.2% $0.00 82.9K Jun 17, 2024 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents performance-based restricted stock units (PSUs). Each PSU represents a contingent right to receive one share of the Issuer's common stock. The PSUs were originally granted to the Reporting Person on September 11, 2023, and are eligible to vest upon the achievement of two company performance objectives. The PSUs reflected in this row represent the portion of the award that vested as a result of the achievement of the first performance objective (the Issuer's initiation of the Phase 3 HARBOR trial for del-desiran) (the Performance Condition).
F2 Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of those PSUs that vested on June 17, 2024 as a result of achievement of the Performance Condition. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary trade by the Reporting Person. The Reporting Person has executed an instruction letter for the automatic sale of such "sell-to-cover" shares, intended to satisfy the affirmative defense conditions of Rule 10b5-1.
F3 This represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $39.04 to $39.13. The Reporting Person undertakes to provide the Issuer, any securityholder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4 As a result of the achievement of the Performance Condition, on June 17, 2024, an additional 25,000 PSUs were earned by the Reporting Person on such date. On such date, such PSUs converted to time-based restricted stock units that will vest on December 17, 2024 subject to the Reporting Person's continued employment or service through such date.