Slebir John L 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) SVP GC John Slebir Sells Shares in Sanofi Merger
What Happened
- John L. Slebir, Senior Vice President & General Counsel of Dynavax Technologies (DVAX), tendered his common shares in connection with Sanofi’s $15.50-per-share acquisition and had outstanding RSUs/PSUs and stock‑option rights cancelled and converted into cash under the Merger Agreement. He disposed of 69,634 common shares (69,634 × $15.50 = $1,079,327) and surrendered/converted a total of 745,373 additional award/derivative units listed on the Form 4, for a combined count of 815,007 shares/units reflected in the filing. At $15.50/share that aggregate equals about $12.63M on a simple share‑count basis, but actual cash realized from options depends on each option’s exercise price and some 2025 grants remain subject to six‑month vesting per the merger terms.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger); Offer Price: $15.50 per share (cash, no interest).
- Reported dispositions: 69,634 common shares tendered; multiple RSU/PSU and option conversions/settlements totaling 745,373 derivative units (815,007 total when including common stock).
- Cash received for common stock portion: $1,079,327. Aggregate indicative value using 15.50 × total units ≈ $12.63M; note option cash‑outs are reduced by exercise prices and some 2025 awards are 50% subject to 6‑month vesting per the Merger Agreement.
- Shares owned after transaction: common shares were tendered at closing (effectively zero common stock remaining); certain cash amounts from 2025 awards may remain subject to vesting and pay out later.
- Notable footnotes: transactions occurred pursuant to the Agreement and Plan of Merger with Sanofi (tender offer then merger). RSUs/PSUs and options were cancelled and converted to cash per the merger terms; 2025 grants have special 50%‑subject vesting rules.
- Filing timeliness: Form 4 lists the same date for transaction and report (2026-02-10); no late filing indicated.
Context
- This was a change‑of‑control cash settlement (not an open‑market sale). RSUs/PSUs were converted to cash based on share equivalents and the Offer Price; stock options were cashed out for the excess of the Offer Price over each exercise price. Some converted awards originating in 2025 remain partially subject to vesting and a delayed payout per the merger agreement.
Insider Transaction Report
Form 4Exit
Slebir John L
SVP General Counsel
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-02-10−69,634→ 0 total - Award
Common Stock - Performance Stock Units
[F4]2026-02-10+50,000→ 50,000 total - Disposition to Issuer
Common Stock - Performance Stock Units
[F1][F2][F5]2026-02-10−50,000→ 0 total - Award
Common Stock - Performance Stock Units
[F6]2026-02-10+42,424→ 42,424 total - Disposition to Issuer
Common Stock - Performance Stock Units
[F1][F2][F5]2026-02-10−42,424→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−300,000→ 0 totalExercise: $9.29→ Common Stock (300,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−80,000→ 0 totalExercise: $12.74→ Common Stock (80,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−88,000→ 0 totalExercise: $11.12→ Common Stock (88,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−70,000→ 0 totalExercise: $12.48→ Common Stock (70,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F8][F1][F2][F7]2026-02-10−70,000→ 0 totalExercise: $12.69→ Common Stock (70,000 underlying) - Disposition to Issuer
Restricted Stock Units
[F9][F1][F2][F10]2026-02-10−16,666→ 0 total→ Common Stock (16,666 underlying) - Disposition to Issuer
Restricted Stock Units
[F11][F1][F2][F10]2026-02-10−28,283→ 0 total→ Common Stock (28,283 underlying)
Footnotes (11)
- [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").
- [F10]Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU award that was outstanding as of immediately prior to the Effective Time, 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, except that in the case of any portion of an RSU award granted in calendar year 2025 that remained unvested as of immediately prior to the Effective Time, 50% of such cash amount is subject to vesting requirements and scheduled to vest 6 months after the Effective Time, as described in the Merger Agreement.
- [F11]The RSUs were granted on February 13, 2025, and were originally scheduled to vest over three years, with 1/3 vesting on each anniversary of February 13, 2025.
- [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 share of Common Stock held by the Reporting Person was tendered in exchange for the Offer Price.
- [F4]Represents performance-based restricted stock units ("PSUs") previously granted to the Reporting Person in 2024, which vest based on how the Issuer's total stockholder return compares to the total stockholder return of an indexed group of companies ("rTSR") over a performance period ending on December 31, 2026.
- [F5]Pursuant to the terms of the Merger Agreement, at the Effective Time, each PSU award that was outstanding as of immediately prior to the Effective Time, 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 PSU award immediately prior to the Effective Time based on attainment of the performance goal at 150% of the target level, without regard to vesting, multiplied by (ii) the Offer Price, except that in the case of any PSU award that was granted in calendar year 2025, 50% of such cash amount is subject to vesting requirements and scheduled to vest 6 months after the Effective Time, as described in the Merger Agreement.
- [F6]Represents PSUs previously granted to the Reporting Person in 2025, which vest based on rTSR over a performance period ending on December 31, 2027.
- [F7]Pursuant to the terms of the Merger Agreement, (i) each stock option that was outstanding as of immediately prior to the Effective Time (other than a stock option granted in calendar year 2025 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, except that in the case of any portion of a stock option granted in calendar year 2025 that remained unvested as of the immediately prior to the Effective Time, 50% of such cash amount is subject to vesting requirements and scheduled to vest 6 months after the Effective Time, as described in the Merger Agreement.
- [F8]The stock option was granted to the Reporting Person in 2025.
- [F9]The restricted stock units ("RSUs") were granted on February 15, 2024, and were originally scheduled to vest over three years, with 1/3 vesting on each anniversary of February 15, 2024.
Signature
/s/ John L. Slebir|2026-02-10