Ramasastry Saira 4
4 · Day One Biopharmaceuticals, Inc. · Filed Apr 23, 2026
Research Summary
AI-generated summary of this filing
Day One Biopharmaceuticals (DAWN) Director Saira Ramasastry Sells 264,101 Shares
What Happened
- Director Saira Ramasastry disposed of a total of 264,101 shares on April 23, 2026 in connection with the closing of the Company’s merger with Servier. The Form 4 reports multiple "Disposition to the issuer (D)" entries covering 40,485 common shares and 223,616 shares-equivalent from options and RSUs. Under the merger agreement, each issued and outstanding share was paid $21.50 per share in cash (net to seller, subject to withholding), implying gross proceeds of about $5.68 million. The derivative items (stock options and RSUs) were converted/cashed out as part of the merger (options paid the difference between $21.50 and each option’s exercise price where applicable).
Key Details
- Transaction date: April 23, 2026 (merger closing)
- Price per share / Merger Consideration: $21.50 per share
- Total shares disposed (sum of common + derivative equivalents): 264,101
- Approximate gross proceeds: $21.50 × 264,101 ≈ $5,678,172 (before applicable withholding taxes)
- Transaction code: D (Disposition to the issuer — merger cash‑out)
- Treatment of derivatives: Options were fully vested and, along with RSUs, were canceled/converted into cash under the Merger Agreement (see footnotes). For options, payment equals the Merger Consideration minus the applicable exercise price.
- Filing timing: Reported with Form 4 dated April 23, 2026 (same date as the merger closing) — appears timely.
- Post-transaction position: The reported holdings listed on this Form 4 were disposed/cashed out in the Merger; common shares and the listed derivative awards were converted to the Merger Consideration per the filing.
Context
- This was a merger cash‑out, not an open‑market sale — insiders received the merger consideration rather than selling on the open market. Such dispositions are routine in deal closings and reflect contract terms of the acquisition, not necessarily a signal about the insider’s view of long‑term prospects.
- For options: note the payout is typically the difference between the deal price and the option strike (cash‑out), not a taxable stock sale of owned shares.
- RSUs and unvested awards were accelerated/treated per the Merger Agreement; see footnotes for vesting/cash‑out and deferral provisions that applied prior to/at closing.
Insider Transaction Report
Form 4Exit
Ramasastry Saira
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-23−40,485→ 0 total - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F3]2026-04-23−40,000→ 0 totalExercise: $8.99Exp: 2031-05-25→ Common Stock (40,000 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F3]2026-04-23−47,581→ 0 totalExercise: $8.99Exp: 2031-05-25→ Common Stock (47,581 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F3]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)
[F4][F3]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)
[F4][F3]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)
[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][F4][F7][F8]2026-04-23−15,000→ 0 total→ Common Stock (15,000 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]The options are fully vested.
- [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 vesting date. On the RSU Vesting Date, pursuant to the Reporting Person's election, the RSUs will automatically convert into an equal number of deferred stock units, which will be settled for an equal number of shares of the Issuer's Common Stock on the earlier of the calendar year 2030 or the Reporting Person's separation with the Issuer. Notwithstanding the aforementioned deferral period, from and after the RSU Vesting Date, the deferred stock units may settle earlier upon the Reporting Person's death, disability, or separation from service with the Issuer, or upon the occurrence of an "unforeseeable emergency," as that term is defined under the Issuer's deferred compensation plan.
- [F8]RSUs do not expire; they either vest or are canceled prior to the RSU Vesting Date.
Signature
/s/ Charles N. York II, as Attorney-in-Fact|2026-04-23