MacLean Michael F 4
4 · Avidity Biosciences, Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Avidity (RNAM) CFO Michael MacLean Sells Shares Under Merger
What Happened Michael F. MacLean, Chief Financial Officer of Avidity Biosciences (RNAM), disposed of a total of 721,352 securities on 2026-02-27 pursuant to the company’s merger agreement with Novartis. The report shows a disposition of 133,977 shares of common stock (including RSU-settled shares) and 587,375 derivative securities (options/other) that were cashed out under the merger. The merger consideration is $72.00 per share; valuing all disposed securities at $72 would equal about $51.9 million. The Form 4 reports the disposals as “to the issuer” under the Merger Agreement (prices are shown as N/A in the filing for the listed entries).
Key Details
- Transaction date: 2026-02-27 (filing date matches transaction date; no late filing indicated in the provided excerpt).
- Securities disposed: 721,352 total — 133,977 common stock (incl. RSU-settled shares) + 587,375 derivatives (options etc.).
- Merger consideration: $72.00 per share (for common stock).
- Options treatment: Options were cashed out per the Merger Agreement for a cash payment equal to the excess of $72.00 over each option’s exercise price (exact option exercise prices and resulting cash per option not listed in the excerpt).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes: F1 confirms common shares (and RSU-settled shares) were disposed under the Agreement and Plan of Merger; F2 confirms options were cashed out for the $72 minus exercise-price spread.
Context These were not open-market sales but disposals required by the Merger Agreement with Novartis (i.e., conversion/cash-out in connection with the acquisition). Such corporate-transaction-driven dispositions differ from routine insider sell orders and do not necessarily indicate independent trading sentiment by the insider.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-27−133,977→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−92,000→ 0 totalExercise: $22.34Exp: 2031-02-01→ Common Stock (92,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−131,250→ 0 totalExercise: $14.22Exp: 2032-01-20→ Common Stock (131,250 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−148,000→ 0 totalExercise: $22.47Exp: 2033-01-19→ Common Stock (148,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−60,125→ 0 totalExercise: $6.57Exp: 2033-09-10→ Common Stock (60,125 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−106,000→ 0 totalExercise: $10.16Exp: 2034-01-19→ Common Stock (106,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−50,000→ 0 totalExercise: $31.42Exp: 2035-01-05→ Common Stock (50,000 underlying)
Footnotes (2)
- [F1]The reported securities represent shares of Common Stock (inclusive of shares of Common Stock issuable upon settlement of previously reported restricted stock units) disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of October 25, 2025 (the "Merger Agreement"), among Novartis AG ("Novartis"), Ajax Acquisition Sub, Inc., an indirect wholly owned subsidiary of Novartis, and the Issuer.
- [F2]The reported Options were disposed of, pursuant to the Merger Agreement, in exchange for a cash payment equal to the excess of the merger consideration of $72.00 over the exercise price.