Garland J. Scott 4
4 · Day One Biopharmaceuticals, Inc. · Filed Apr 23, 2026
Research Summary
AI-generated summary of this filing
Day One Biopharma (DAWN) Director Garland J. Scott Receives $3.96M Cash
What Happened
Garland J. Scott, a director of Day One Biopharmaceuticals (DAWN), had multiple derivative awards (stock options and/or RSUs) cancelled and converted into cash in connection with the company’s sale/merger. On April 23, 2026 the reporting person had a total of 184,107 award-equivalent shares (48,072 + 28,700 + 37,500 + 32,335 + 22,500 + 15,000) converted into the Merger Consideration of $21.50 per share, yielding approximately $3.96 million before any applicable withholding taxes. These were dispositions to the issuer (derivative cancellations), not open‑market sales.
Key Details
- Transaction date: April 23, 2026 (closing date of the merger).
- Conversion price: $21.50 per share (Merger Consideration); total ~ $3,958,300.50 before withholding.
- Total shares converted/cancelled: 184,107 (sum of the six derivative dispositions reported).
- Nature: Derivative dispositions — awards (options and RSUs) canceled and paid in cash per the merger agreement.
- Footnotes: Options were fully vested (F1); unvested awards were accelerated to vested immediately prior to the merger and then converted into cash (F4). Cash paid net to sellers, subject to applicable withholding taxes (F3).
- Shares owned after transaction: The filing shows these awards were cancelled for cash; the filing does not specify other remaining holdings.
- Timeliness: Filing covers the 4/23/2026 transactions and was filed 4/23/2026 — not indicated as late.
Context
This was a merger-related cash-out of equity awards, not an open-market stock sale. For options, the payment equals either the full Merger Consideration (for RSUs) or the spread between the Merger Consideration and the option exercise price (for options), resulting in cash to the holder. Such conversions are routine in deal closings and reflect the transaction terms rather than an individual director’s voluntary market trade.
Insider Transaction Report
- Disposition to Issuer
Stock Option (right to buy Common Stock)
[F2][F3][F4][F1]2026-04-23−48,072→ 0 totalExercise: $8.99Exp: 2031-08-15→ Common Stock (48,072 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F2][F3][F4][F1]2026-04-23−28,700→ 0 totalExercise: $8.99Exp: 2032-06-20→ Common Stock (28,700 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F2][F3][F4][F1]2026-04-23−37,500→ 0 totalExercise: $8.99Exp: 2033-06-21→ Common Stock (37,500 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F2][F3][F4][F1]2026-04-23−32,335→ 0 totalExercise: $8.99Exp: 2034-05-22→ Common Stock (32,335 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F2][F3][F4][F5]2026-04-23−22,500→ 0 totalExercise: $7.01Exp: 2035-06-01→ Common Stock (22,500 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F6][F2][F3][F4][F7][F8]2026-04-23−15,000→ 0 total→ Common Stock (15,000 underlying)
Footnotes (8)
- [F1]The options are fully vested.
- [F2]On March 6, 2026, Servier Pharmaceuticals LLC, a Delaware limited liability company ("Parent"), Servier Detroit Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Day One Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), and Servier S.A.S., a French societe par actions simplifiee, solely as a guarantor, entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (such merger and the other transactions contemplated by the Merger Agreement, the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent.
- [F3]Upon the closing of the Merger on April 23, 2026, each issued and outstanding share of the Company's Common Stock, par value $0.0001 per share, was either (x) purchased for $21.50 per share (the "Offer Price"), net to the seller in cash, without interest, and subject to applicable withholding taxes, on the terms and conditions set forth in the Merger Agreement, or (y) automatically converted into the right to receive the Offer Price (the "Merger Consideration"), net to the seller in cash, without interest, and subject to applicable withholding taxes, on the terms and conditions set forth in the Merger Agreement.
- [F4]Immediately prior to the effective time of the Merger, all outstanding unvested stock options and unvested restricted stock units became fully vested. At the effective time of the Merger, each stock option and restricted stock unit was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration (or, in the case of stock options, the difference between the Merger Consideration and the applicable per share exercise price), less any applicable withholding taxes.
- [F5]The option vests as to 1/12th of the total grant on each monthly anniversary, beginning on July 2, 2025, subject to the Reporting Person's provision of service to the Issuer on each option vesting date.
- [F6]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.
- [F7]The RSUs will vest as to 100% of the award on the earlier of (i) June 2, 2026 and (ii) the date of the Issuer's 2026 annual meeting of stockholders (in each case, the "RSU Vesting Date"), subject to the Reporting Person's provision of services to the Issuer on each RSU Vesting Date. Shares of the Issuer's Common Stock will be delivered to the Reporting Person following vesting.
- [F8]RSUs do not expire; they either vest or are canceled prior to the RSU Vesting Date.