SILVERNAIL LAUREN P 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) Director Lauren Silvernail Sells 59,950 Shares
What Happened
Lauren P. Silvernail, a director of Dynavax Technologies Corp. (DVAX), disposed of a total of 59,950 shares on February 10, 2026 as part of the company’s merger with Sanofi. The disposals break down as 10,075 shares (common stock) and two derivative dispositions of 42,750 and 7,125 shares. Under the merger’s $15.50-per-share cash offer, the gross cash value of 59,950 shares is approximately $929,225. The Form 4 shows price fields as N/A because the shares and equity awards were cashed out per the Merger Agreement.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger).
- Offer Price: $15.50 per share (per Merger Agreement); Form 4 lists N/A for price because payment was made under the merger terms.
- Shares disposed: 10,075 (common stock); 42,750 (derivative); 7,125 (derivative); total 59,950 shares.
- Approximate cash received: 59,950 × $15.50 = $929,225 (gross).
- Holdings after transaction: outstanding common shares and awards were converted/cancelled per the merger (the Purchaser acquired all issued and outstanding shares). The Form 4 reflects dispositions tied to the merger; it does not report ongoing public common-stock holdings remaining after the close.
- Notable footnotes: merger/tender offer by Sanofi; RSUs cancelled and converted to cash; outstanding options vested immediately pre-closing and were converted to cash equal to (shares × (Offer Price − exercise price)).
- Filing timeliness: Reported on 2026-02-10 (same-day filing for the transaction date).
Context
These were not open-market sales but cash-outs required by the Merger Agreement—RSUs and options were converted or cancelled and common shares were acquired by the buyer. Derivative entries reflect cash payments for cancelled RSUs/options (options were accelerated to vest immediately before being cashed out). This type of transaction reflects the corporate closing process rather than an independent trading decision by the insider.
Insider Transaction Report
- Disposition to Issuer
Common Stock - Restricted Stock Units
[F1][F2][F3]2026-02-10−10,075→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−42,750→ 0 totalExercise: $12.94→ Common Stock (42,750 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−7,125→ 0 totalExercise: $10.18→ Common Stock (7,125 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities transacted pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, SANOFI, a French societe anonyme ("Parent"), and Samba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser").
- [F2]Pursuant to the Merger Agreement, Purchaser completed a tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 per share (the "Common Stock"), for $15.50 per share (the "Offer Price"), in cash, without interest and subject to any applicable withholding of taxes. On February 10, 2026, Purchaser merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary of Parent (the effective time of such merger, the "Effective Time").
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") award that was outstanding as of immediately prior to the Effective Time held by the Reporting Person, whether vested or unvested, was cancelled and converted into the right to receive cash in an amount equal to (i) the number of shares issuable in settlement of such RSU award immediately prior to the Effective Time without regard to vesting, multiplied by (ii) the Offer Price.
- [F4]Pursuant to the terms of the Merger Agreement, (i) each stock option that was outstanding as of immediately prior to the Effective Time held by the Reporting Person became fully vested immediately prior to the Effective Time, and (ii) at the Effective Time, each stock option that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to (i) the number of shares subject to such stock option immediately prior to the Effective Time, without regard to vesting, multiplied by (ii) the excess of the Offer Price over the exercise price per share of such stock option.