SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LEVIN ARTHUR A

(Last)

(First)

(Middle)

C/O AVIDITY BIOSCIENCES, INC.

10975 N. TORREY PINES RD., SUITE 150

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2020

3. Issuer Name and Ticker or Trading Symbol
Avidity Biosciences, Inc. [ RNA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	294,143	I	By family trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	16,751	$0.00	I	By family trust
Stock Option (Right to Buy)	⁽²⁾	02/18/2030	Common Stock	211,108	$1.24	D
Stock Option (Right to Buy)	⁽³⁾	08/28/2027	Common Stock	47,405	$0.53	D

Explanation of Responses:

1. The 35,337 shares of Series A 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 A Preferred Stock will automatically convert at a ratio of one-for-2.1095 shares of the Issuer's common stock. The Series A Preferred Stock has no expiration date.

2. 25% of the shares subject to the option will vest on February 19, 2021, and 1/48th of the shares subject to the option will vest monthly thereafter.

3. This option is exercisable as to vested and unvested shares. The option is currently vested with respect to 17,777 shares, and will vest with respect to the remaining shares in 15 equal monthly installments beginning on June 29, 2020.

Remarks:

	/s/ John W. Wallen III, Ph.D., J.D., Attorney-in-Fact	06/11/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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