Calderaro Charles III 4

What Happened
Charles Calderaro III, Chief Technical Officer of Avidity Biosciences (RNAM), disposed of a total of 178,547 positions on Feb 27, 2026: 98,547 common shares (including shares issuable on previously reported RSUs) and 80,000 derivative positions (options). The Form 4 lists prices as N/A, but these dispositions were made pursuant to the Merger Agreement with Novartis, which set the merger consideration at $72.00 per share — the 98,547 common shares are therefore worth about $7,095,384 at $72/share. The options were cashed out under the merger for a cash payment equal to the excess of $72.00 over each option’s exercise price (the filing does not specify the resulting cash amount).

Key Details

• Transaction date: 2026-02-27 (reported on same day). Transaction code: D (Disposition to issuer); second line flagged as derivative (options).
• Price on Form 4: N/A; merger consideration: $72.00 per share (per Merger Agreement).
• Share counts: 98,547 common shares; 80,000 options (derivative).
• Estimated value for common shares at $72.00: ~$7,095,384. Cash received for options equals (72.00 − exercise price) × 80,000 (amount not specified).
• Shares owned after transaction: Not stated in the provided filing.
• Footnotes: F1 — common shares disposed include RSU-settled shares and were surrendered under the Merger Agreement. F2 — options were cashed out per the Merger Agreement for the excess of $72 over the exercise price.
• Filing timeliness: Reported same day (no late filing indicated).

Context
These disposals were part of the Novartis acquisition of Avidity and represent merger-related cash-outs rather than open-market sales. In such transactions, equity awards and outstanding shares are commonly surrendered or cashed out according to the merger terms; this is a contractual disposition and not necessarily a signal about the insider’s view of the company’s future performance.