Avidity Biosciences, Inc. — Director's Dealing 2021

Aug 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avidity Biosciences, Inc. (RNA)
CIK: 0001599901
Period of Report: 2021-08-04

Reporting Person: RTW INVESTMENTS, LP (10% Owner)
Reporting Person: WONG RODERICK (MP and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-04	Common Stock	P	800000	$18	Acquired	4795000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-11	Series C Preferred Stock	$	C	3995000	Disposed		Common Stock (3995000)	Indirect

Footnotes

F1: The above-referenced shares (the "Shares") of Avidity Biosciences, Inc. (the "Issuer") reported herein are held in the form of common stock (the "Common Stock"). The Shares are held by RTW Master Fund, Ltd. and one or more funds (together the "Funds"), managed by RTW Investments, LP (the "Adviser"). The Adviser, in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition of all such Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 4,795,000 Shares, or 10.5% of the Issuer's 45,600,288 Shares deemed issued and outstanding as of August 4, 2021, as disclosed in the Issuer's Prospectus Supplement to its Prospectus dated July 2, 2021, as such supplement was filed with the Securities and Exchange Commission on August 3, 2021.

F2: The shares of Series C Preferred Stock are convertible, at any time, at the holder's election, at a ratio of one-for-2.1095 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series C Preferred Stock will automatically convert at a ratio of one-for-2.1095 shares of the Issuer's common stock. The Series C Preferred Stock has no expiration date.

F3: Roderick Wong, M.D., is the Managing Partner and Chief Investment Officer of the Adviser. This report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person's pecuniary interest therein.