IVVD Form 4: CFO William Duke RSU Grant and Tax-Related Sales
Rhea-AI Filing Summary
Invivyd, Inc. (IVVD) Chief Financial Officer William E. Duke reported equity transactions tied to an RSU award granted Feb 15, 2025. The Form 4 shows 99,000 restricted stock units (RSUs) were granted (each convertible into one share) and vest over 18 months with one-third vesting every six months. On 08/15/2025 the Reporting Person was credited with 99,000 RSUs. Sell-to-cover transactions pursuant to a Rule 10b5-1 plan occurred on 08/18/2025 and 08/19/2025 to satisfy tax-withholding: 20,013 shares sold at a weighted average price of $0.6502 and 29,643 shares sold at a weighted average price of $0.5666. After these sales, the Reporting Person beneficially owned 78,987 shares and held 201,000 shares underlying outstanding RSUs and awards in total.
Positive
- Transparent disclosure of RSU grant terms and vesting schedule (18 months, one-third every six months).
- Use of a Rule 10b5-1 plan and clear statement that sales were sell-to-cover for tax withholding, indicating procedural compliance.
- Commitment to provide detailed pricing breakdowns for the multiple sales enhances transparency for regulators and shareholders.
Negative
- Insider sold shares (49,656 total sold) which reduced direct beneficial ownership, though sales were for tax withholding.
- Weighted-average sale prices disclosed are below $0.72, indicating sales executed at modest prices (ranges down to $0.5524).
Insights
TL;DR: Insider received RSUs and executed planned sell-to-cover sales under a 10b5-1 plan; transactions appear routine and not material to valuation.
The Form 4 discloses a non-discretionary sell-to-cover under a 10b5-1 plan adopted Feb 20, 2025, following RSU vesting. The sales covered tax withholding rather than discretionary cashing out; reported weighted-average prices and the mechanics are fully disclosed. The residual direct beneficial ownership post-sales is documented. No evidence in this filing of opportunistic insider timing or unusual transfers; impact on float is limited by the modest volumes relative to a public float (float not stated in this filing).
TL;DR: Disclosure aligns with standard governance practices for executive equity grants and tax-related share sales.
The RSU vesting schedule is explicitly stated (18 months, one-third every six months) and the use of a Rule 10b5-1 plan is disclosed on the Form 4, which supports compliance with insider trading policies. The reporting includes undertakings to provide per-price sale breakdowns to the company or SEC staff on request, enhancing transparency. No amendments or other governance red flags are present in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 29,643 | $0.5666 | $17K |
| Sale | Common Stock | 20,013 | $0.6502 | $13K |
| Exercise | Restricted Stock Units | 99,000 | $0.00 | -- |
| Exercise | Common Stock | 99,000 | $0.00 | -- |
Footnotes (1)
- Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Invivyd, Inc. (the "Company"). The sales reported on this Form 4 represent shares sold to satisfy the Reporting Person's tax withholding obligations upon vesting of an RSU award in non-discretionary "sell-to-cover" transactions pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on February 20, 2025. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.5801 to $0.7134, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.5524 to $0.6040, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4. This RSU award vests over an eighteen-month period, with one-third of the RSUs vesting every six months following the grant date of February 15, 2025, subject to the Reporting Person's continuous service as of each vesting date.
