UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13G
|
||
Under the Securities Exchange Act of 1934
|
||
(Amendment No. 1)*
|
Avidity Biosciences, Inc.
|
||
(Name of Issuer)
|
Common Stock
|
||
(Title of Class of Securities)
|
05370A108
|
||
(CUSIP Number)
|
December 31, 2020
|
||
(Date of Event which Requires Filing of this Statement)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Global Healthcare Master Fund, LP
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
|
|
(b) [x]
|
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization.
Cayman Islands
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
6 Shared Voting Power
656,553 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
656,553 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
656,553 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
1.75%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Global Healthcare GP, LLC
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
|
|
(b) [x]
|
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization.
Delaware
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
6 Shared Voting Power
656,553 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
656,553 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
656,553 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
1.75%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare Fund II, LP
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
|
|
(b) [x]
|
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization.
Delaware
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
6 Shared Voting Power
1,762,115 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
1,762,115 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,762,115 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
4.70%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare GP II, LLC
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
|
|
(b) [x]
|
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization.
Delaware
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
6 Shared Voting Power
1,762,115 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
1,762,115 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,762,115 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
4.70%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Asset Management, LP
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
|
|
(b) [x]
|
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization.
Delaware
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
6 Shared Voting Power
2,464,547 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
2,464,547 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,464,547 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
6.57%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Bihua Chen
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
|
|
(b) [x]
|
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization.
United States
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
6 Shared Voting Power
2,464,547 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
2,464,547 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,464,547 shares
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
6.57%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
IN (Individual)
|
(a)
|
Name of Issuer
|
Avidity Biosciences, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
10975 N. Torrey Pines Road, Suite 150, La Jolla, CA 92037
|
(a)
|
Name of Person Filing
|
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC Cormorant Private Healthcare Fund II, LP
Cormorant Private Healthcare GP II, LLC
Cormorant Asset Management, LP
Bihua Chen |
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
200 Clarendon Street, 52nd Floor
Boston, MA 02116
|
|
(c)
|
Citizenship
|
Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware Cormorant Private Healthcare Fund II, LP - Delaware
Cormorant Private Healthcare GP II, LLC - Delaware
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States |
|
(d)
|
Title of Class of Securities
|
Common Stock
|
|
(e)
|
CUSIP Number
|
05370A108
|
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
[ ] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b)
|
[ ]
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
[ ]
|
Insurance Company as defined in Section 3(a)(19) of the Act
|
(d)
|
[ ]
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
[ ]
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
(f)
|
[ ]
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g)
|
[ ]
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
(h)
|
[ ]
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
[ ]
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j)
|
[ ]
|
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
|
(k)
|
[ ]
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
Item 4. |
Ownership***
|
(a)
|
Amount Beneficially Owned***
|
Cormorant Global Healthcare Master Fund, LP – 656,553 shares
Cormorant Global Healthcare GP, LLC – 656,553 shares Cormorant Private Healthcare Fund II, LP – 1,762,115 shares
Cormorant Private Healthcare GP II, LLC – 1,762,115 shares
Cormorant Asset Management, LP – 2,464,547 shares
Bihua Chen – 2,464,547 shares
|
|
(b)
|
Percent of Class
|
Cormorant Global Healthcare Master Fund, LP – 1.75%
Cormorant Global Healthcare GP, LLC – 1.75% Cormorant Private Healthcare Fund II, LP – 4.70%
Cormorant Private Healthcare GP II, LLC – 4.70%
Cormorant Asset Management, LP – 6.57%
Bihua Chen – 6.57% |
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote
|
|
Cormorant Global Healthcare Master Fund, LP - 0 shares Cormorant Global Healthcare GP, LLC - 0 shares Cormorant Private Healthcare Fund II, LP – 0 shares
Cormorant Private Healthcare GP II, LLC – 0 shares
Cormorant Asset Management, LP - 0 shares
Bihua Chen - 0 shares
|
||
(ii)
|
shared power to vote or to direct the vote
|
|
Cormorant Global Healthcare Master Fund, LP – 656,553 shares
Cormorant Global Healthcare GP, LLC – 656,553 shares Cormorant Private Healthcare Fund II, LP – 1,762,115 shares
Cormorant Private Healthcare GP II, LLC – 1,762,115 shares
Cormorant Asset Management, LP – 2,464,547 shares
Bihua Chen – 2,464,547 shares
|
||
(iii)
|
sole power to dispose or to direct the disposition of
|
|
Cormorant Global Healthcare Master Fund, LP - 0 shares Cormorant Global Healthcare GP, LLC - 0 shares Cormorant Private Healthcare Fund II, LP – 0 shares
Cormorant Private Healthcare GP II, LLC – 0 shares
Cormorant Asset Management, LP - 0 shares
Bihua Chen - 0 shares
|
||
(iv)
|
shared power to dispose or to direct the disposition of
|
|
Cormorant Global Healthcare Master Fund, LP – 656,553 shares
Cormorant Global Healthcare GP, LLC – 656,553 shares Cormorant Private Healthcare Fund II, LP – 1,762,115 shares
Cormorant Private Healthcare GP II, LLC – 1,762,115 shares
Cormorant Asset Management, LP – 2,464,547 shares
Bihua Chen – 2,464,547 shares
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
Item 8. |
Identification and Classification of Members of the Group
|
Item 9. |
Notice of Dissolution of Group
|
Item 10. |
Certification
|