Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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McCarthy Teresa
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2. Issuer Name and Ticker or Trading Symbol
Avidity Biosciences, Inc. [RNA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Human Resources Officer /
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(Last)
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(First)
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(Middle)
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C/O AVIDITY BIOSCIENCES, INC. , 10578 SCIENCE CENTER DRIVE, SUITE 125
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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SAN DIEGO
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CA
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92121
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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McCarthy Teresa
C/O AVIDITY BIOSCIENCES, INC.
10578 SCIENCE CENTER DRIVE, SUITE 125
SAN DIEGO, CA92121
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Chief Human Resources Officer
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Signatures
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/s/ John W. Wallen III, Ph.D., J.D., Attorney-in-Fact
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2024-06-20
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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).
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(2)
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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.
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(3)
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This represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $39.05 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.
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(4)
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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.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
