Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X	Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person* Flanagan W. Michael (Last) (First) (Middle) C/O AVIDITY BIOSCIENCES, INC. 10578 SCIENCE CENTER DRIVE, SUITE 125 (Street) SAN DIEGO CA 92121 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Avidity Biosciences, Inc. [ RNA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CSTO
	3. Date of Earliest Transaction (Month/Day/Year) 09/11/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/11/2024		M(1)		62,500	A	$26.75	138,265	D
Common Stock	09/11/2024		S(1)		62,500	D	$40.4002(2)	75,765	D
Common Stock	09/11/2024		M(1)		34,000	A	$22.47	109,765	D
Common Stock	09/11/2024		S(1)		34,000	D	$40.3987(3)	75,765	D
Common Stock	09/11/2024		S(4)		14,894	D	$40.3972(5)	60,871	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$26.75	09/11/2024		M(1)			62,500	(6)	01/20/2031	Common Stock	62,500	$0	87,500	D
Stock Option (Right to Buy)	$22.47	09/11/2024		M(1)			34,000	(7)	01/19/2033	Common Stock	34,000	$0	110,000	D

Explanation of Responses:

1. The option exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted on June 12, 2024 by the Reporting Person.

2. This represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $39.75 to $41.00. 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.

3. This represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $39.80 to $41.00. 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.

4. The sales reported on this row were effected pursuant to a Rule 10b5-1 trading plan previously adopted on June 12, 2024 by the Reporting Person.

5. This represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $39.70 to $40.95. 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.

6. 25% of the shares subject to the option vested on January 21, 2022, and 1/48th of the shares subject to the option shall vest monthly thereafter, subject to the Reporting Person's continuous service to the Issuer on each such vesting date.

7. 1/48th of the total number of shares subject to the options shall vest on each monthly anniversary of January 20, 2023, subject to the Reporting Person's continuous service to the Issuer on each such vesting date.

Remarks:

	/s/ John B. Moriarty, Jr., J.D., Attorney-in-Fact	09/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

---