Merger cash-out: Avidity Biosciences (RNA) officer’s options and shares disposed
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Avidity Biosciences, Inc. reported that Chief Program Officer Kathleen P. Gallagher disposed of stock options and common shares in connection with the company’s merger with Novartis AG.
The filing shows multiple stock option awards labeled as “Stock Option (Right to Buy)” and 80,303 shares of Common Stock, including shares underlying previously reported restricted stock units, were transferred back to the issuer under the Agreement and Plan of Merger. According to the terms, the options were exchanged for cash equal to the merger consideration of $72.00 per share minus their exercise price, reflecting a cash-out as part of the merger close rather than open-market sales.
Positive
- None.
Negative
- None.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Gallagher Kathleen P.
Role
Chief Program Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 22,321 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 13,829 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 9,244 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 13,352 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 27,584 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,480 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 13,520 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 16,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 50,000 | $0.00 | -- |
| Disposition | Common Stock | 80,303 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- 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. 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.
FAQ
What did Avidity Biosciences (RNA) disclose in this Form 4?
Avidity Biosciences reported that Chief Program Officer Kathleen P. Gallagher disposed of stock options and common shares. The disposition occurred as part of the company’s merger with Novartis AG under a previously signed Agreement and Plan of Merger.
How many Avidity Biosciences options were disposed of in the merger?
The Form 4 lists multiple “Stock Option (Right to Buy)” awards disposed of in issuer transactions. Each option grant was canceled under the merger terms and replaced with cash consideration based on the stated per-share merger price and each award’s exercise price.
What happened to Kathleen P. Gallagher’s Avidity common stock and RSUs?
The filing states that shares of Avidity common stock, including shares issuable upon settlement of previously reported restricted stock units, were disposed of. These securities were transferred pursuant to the merger agreement between Avidity, Novartis AG, and Ajax Acquisition Sub, Inc.
How were Avidity Biosciences stock options valued in the Novartis merger?
According to the disclosure, the options were disposed of in exchange for cash. Each option’s cash payment equaled the excess of the merger consideration of $72.00 per share over its exercise price, consistent with a standard cash-out treatment in an acquisition.
Does this Form 4 show open-market sales by Avidity’s officer?
No, the transactions are coded as dispositions to the issuer in connection with the merger. The securities and options were canceled or transferred for cash under the merger agreement, rather than being sold by the officer in open-market trades on an exchange.
Who is the insider involved in this Avidity Biosciences Form 4?
The reporting person is Kathleen P. Gallagher, identified as Chief Program Officer of Avidity Biosciences. The Form 4 records her direct ownership transactions in options and common stock that were disposed of as part of the cash merger with Novartis AG.