CANO FRANCIS 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) Director Francis Cano Sells Shares in Merger
What Happened
Director Francis Cano reported dispositions on 2026-02-10 tied to the completed Sanofi merger. The filing shows he disposed of a total of 188,663 shares (several entries are marked as derivative settlements). The transactions were made to the issuer pursuant to the Merger Agreement, which paid $15.50 per outstanding common share. If all disposed items were treated as full-share cash-outs, that implies gross proceeds of about $2.92 million; however, RSUs were paid at $15.50 per share while stock options were cashed out for the spread (Offer Price minus exercise price), so the actual cash received may differ.
Key Details
- Transaction date: 2026-02-10 (Effective Time of the merger).
- Reported dispositions: 188,663 total shares across multiple entries (individual entries listed in the Form 4).
- Reported price reference: Offer Price $15.50 per share (paid in cash under the Merger Agreement).
- Total implied value (if all were full-share payouts): ~ $2,924,276.50. Actual payout differs for options (only the spread was paid) per footnotes.
- Derivative treatment: Footnote F3 — RSUs cancelled and converted into right to receive cash equal to the number of shares underlying the RSUs × $15.50. Footnote F4 — outstanding options were vested immediately prior to the Effective Time and cancelled for cash equal to (shares × (Offer Price − exercise price)).
- Shares owned after transaction: not specified on the Form 4; the transactions relate to the merger cash-out and tender/merger process that extinguished or converted outstanding public common shares.
- Timeliness: Filing reports the transaction and Effective Time as 2026-02-10; no late filing is indicated.
Context
These were not open‑market sales but cash settlements required by the Merger Agreement with Sanofi (tender/merger consideration). That means the dispositions reflect the corporate transaction mechanics (RSU cancellation and option cash-outs), not necessarily a conventional insider "sell" as a statement on future company prospects. For options specifically, the filing notes they vested immediately prior to the merger and were converted into a cash payment equal to the spread (Offer Price − exercise price).
Insider Transaction Report
- Disposition to Issuer
Common Stock - Restricted Stock Units
[F1][F2][F3]2026-02-10−42,663→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−25,000→ 0 totalExercise: $4.84→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−25,000→ 0 totalExercise: $8.20→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−22,500→ 0 totalExercise: $11.68→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−22,500→ 0 totalExercise: $11.20→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−22,500→ 0 totalExercise: $11.85→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−28,500→ 0 totalExercise: $10.18→ Common Stock (28,500 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.