144: Filer Information
| Filer CIK | 0002008797 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
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Submission Contact Information | |
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| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
144: Issuer Information
| Name of Issuer | Invivyd, Inc. |
| SEC File Number | 001-40703 |
| Address of Issuer | 1601 Trapelo Road Suite 178 Waltham MASSACHUSETTS 02451 |
| Phone | 781-819-0080 |
| Name of Person for Whose Account the Securities are To Be Sold | Green Julie |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
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| Relationship to Issuer | Officer |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Common Stock | Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 | 39600 | 28001.16 | 120142811 | 08/18/2025 | Nasdaq |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Common Stock | 08/15/2025 | Common Stock acquired upon vesting of restricted stock units granted under the Issuer's 2021 Equity Incentive Plan | Issuer |  | 99000 | 08/15/2025 | Equity Compensation |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Nothing to Report |  |
144: Remarks and Signature
| Remarks | This Form 144 reports shares to be sold to satisfy the Reporting Person's tax withholding obligations upon vesting of a restricted stock unit award in non-discretionary "sell-to-cover" transactions pursuant to a Rule 10b5-1 plan applicable to the Reporting Person. Aggregate Market Value of the sale is based on a closing price of $0.7071 for the Issuer's common stock on August 15, 2025. The actual number of shares sold will depend on the sale price of the Issuer's common stock at the time of sale. Exhibit List: Exhibit 24.1 - Power of Attorney. |
| Date of Notice | 08/18/2025 |
| Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1 | 02/20/2025 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Jill Andersen attorney-in-fact for Julie Green |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |
Exhibit 24.1
LIMITED POWER OF ATTORNEY
FOR SECTION 16 AND RULE 144 REPORTING OBLIGATIONS
FOR SECTION 16 AND RULE 144 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of William E. Duke, Jill Andersen, Katherine
Fisher, Kiernan Decker, Stephen Nicolai, Steve Abrams and Amanda Brown, signing singly and each acting individually, as the undersigned’s true and lawful attorney‑in‑fact with full power and authority as hereinafter described to:
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(1)
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execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Invivyd, Inc. (the
“Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”);
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(2)
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execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 144
(including any amendments thereto) in accordance with Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended, and the rules thereunder;
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(3)
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do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and
execute any such Form 3, 4, or 5 or Form 144, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock
exchange or similar authority, including without limitation (i) the filing of a Form ID, Update Passphrase, or any other application materials to enable the undersigned to gain or maintain access to the Electronic Data Gathering, Analysis
and Retrieval system of the SEC (“EDGAR”) and (ii) enrolling the undersigned in EDGAR Next;
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(4)
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act as an account administrator for the undersigned’s EDGAR account, including to: (i) appoint, remove and replace account
administrators, account users, technical administrators and delegated entities; (ii) maintain the security of the undersigned’s EDGAR account, including modification of access codes; (iii) maintain, modify and certify the accuracy of
information on the undersigned’s EDGAR account dashboard; (iv) act as the EDGAR point of contact with respect to the undersigned’s EDGAR account; and (v) any other actions contemplated by Rule 10 of Regulation S-T with respect to account
administrators;
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(5)
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cause the Company to accept a delegation of authority from any of the undersigned’s EDGAR account administrators and, pursuant to
that delegation, authorize the Company’s EDGAR account administrators to appoint, remove or replace users for the undersigned’s EDGAR account;
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(6)
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seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the
Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney‑in‑fact and approves and
ratifies any such release of information; and
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(7)
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take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney‑in‑fact, may be
of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney‑in‑fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact’s discretion.
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The undersigned hereby grants to each such attorney‑in‑fact full power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney‑in‑fact, or such attorney‑in‑fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys‑in‑fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with
Section 16 of the Exchange Act or Rule 144. The undersigned acknowledges that neither the Company nor the foregoing attorneys‑in‑fact assume (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file
Forms 3, 4, and 5 or Forms 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing filed with the SEC or delivered to the foregoing
attorneys‑in‑fact or the Company, or (c) as to any attorney-in-fact individually, until such attorney-in-fact is (x) no longer employed by the Company or (y) no longer an attorney representing the Company with respect to matters related to this Power
of Attorney. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14 day of August, 2025.
/s/ Julie Green
Julie Green