Nicholson Donald William 4

What Happened

• Donald W. Nicholson, a director of Generation Bio Co. (GBIO), disposed of a total of 41,477 shares on February 9, 2026 as part of the company’s change-of-control transaction and related merger actions.
• Of those, 21,357 common shares were tendered in the merger offer and exchanged for $4.2913 per share in cash (less any withholding) plus one non-tradeable contingent value right (CVR) per share. The remaining 20,120 shares reflect derivative-related dispositions (option cancellations/conversions) to the issuer under the merger terms; the Form 4 reports no per-share price for those items.
• The filing does not list dollar amounts paid for the cancelled/converted options (those were converted or cancelled per the merger formula), but the known cash component for tendered shares is roughly $4.29/share; each CVR carries potential contingent payments with an estimated maximum contingent consideration of $25.01 per CVR.

Key Details

• Transaction date: 2026-02-09 (effective time of the merger).
• Total shares disposed: 41,477 (21,357 tendered shares; 20,120 shares from derivative/option cancellations).
• Cash per tendered share: $4.2913 plus one CVR per share; CVRs are non-tradeable and can provide additional contingent payments (estimated maximum $25.01 per CVR).
• How derivatives were handled: In‑the‑money options were automatically cashed out (conversion to a cash payment equal to (Cash Amount − exercise price) × number of underlying shares); options with exercise prices ≥ the Cash Amount were cancelled for no consideration.
• Transaction codes on the Form 4: U (disposition in change of control) and D (disposition to issuer for derivative securities).
• Filing timeliness: Reported and filed with period date 2026-02-09 (no late filing indicated).

Context

• These were not open‑market sales but merger-related transactions: common shares tendered in the takeover offer were exchanged for a cash payment plus CVRs, and outstanding options were either cashed out or cancelled according to the Merger Agreement. Such merger-driven dispositions reflect deal consideration and option treatment rather than an individual trading decision.