BOESS CARSTEN 4
Research Summary
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Avidity (RNAM) Director Carsten Boess Sells 110,073 Shares in Merger
What Happened
Carsten Boess, a director of Avidity Biosciences, disposed of a total of 110,073 shares (including derivative securities) on 2026-02-27 pursuant to the parties' Merger Agreement with Novartis. The filing lists multiple dispositions to the issuer; the report shows 6,692 shares of Common Stock and 103,381 shares represented by derivatives (options/RSUs) surrendered. The Form 4 lists no per-share sale price (N/A), but the Merger Agreement sets merger consideration at $72.00 per share — valuing 110,073 shares at approximately $7,925,256 in gross consideration. Per the filing footnotes, options were cashed out for the excess of the $72 merger consideration over their exercise prices.
Key Details
- Transaction date and filing date: 2026-02-27 (reported same day). Transaction code: D (Disposition to issuer).
- Breakdown: 6,692 shares of Common Stock (includes RSU settlements per footnote) and 103,381 shares/units from derivative holdings (options/RSUs) surrendered.
- Price listed on Form 4: N/A; merger consideration per Merger Agreement = $72.00/share. Valuation of disposed securities ≈ $7.93M if measured at $72/share; option cashouts were equal to (72 − exercise price) per option (per footnote).
- Shares owned after the transactions: not specified in the provided excerpt of the filing.
- Footnotes: Dispositions were made pursuant to the Agreement and Plan of Merger dated Oct 25, 2025. Options were settled for cash per the merger terms.
Context
- These were merger-related cash/stock-out transactions (not open-market sales). For options, the filing indicates a cash settlement of the option spread rather than a stock-for-exercise; for RSUs, settlement occurred as part of the merger consideration. Such dispositions are typically transactional outcomes of an acquisition rather than open-market insider selling for personal liquidity.