Slebir John L 4

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.