Day One Biopharmaceuticals, Inc.·4

Apr 23, 4:37 PM ET

Holles Natalie C. 4

4 · Day One Biopharmaceuticals, Inc. · Filed Apr 23, 2026

Research Summary

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Day One Biopharmaceuticals (DAWN) Director Natalie Holles Sells 273,645 Shares

What Happened

  • Natalie C. Holles, a director of Day One Biopharmaceuticals, reported dispositions totaling 273,645 shares on April 23, 2026. The shares and related derivative awards were converted/cancelled in connection with the company’s merger and cash-out at the Merger Consideration of $21.50 per share, representing roughly $5.88 million gross proceeds (subject to withholding and netting).

Key Details

  • Transaction date: April 23, 2026 (closing date of the merger).
  • Merger purchase price (Merger Consideration): $21.50 per share (F2). Total disposed: 273,645 shares → ≈ $5,883,368 gross.
  • Types of dispositions reported: direct share dispositions and multiple derivative-related dispositions (options/RSUs converted/cancelled).
  • Post-transaction holdings: following the merger closing, the reporting person no longer holds publicly traded common shares of the company (shares were purchased/converted as part of the merger).
  • Relevant footnotes: Merger agreement and closing (F1–F2); all unvested options/RSUs were accelerated to vested immediately prior to the merger and then canceled/converted to cash (F3–F4). Cash amounts paid were net to sellers and subject to applicable withholding taxes.
  • Filing/timeliness: Reported with the Form 4 covering the April 23, 2026 transactions (filed same day).

Context

  • The multiple "Disposition — Derivative" entries reflect cancellation/conversion of stock options and restricted stock units into the right to receive cash in the merger (for options, typically the cash difference between $21.50 and the exercise price). These are corporate-event driven settlements rather than open-market sales.
  • Such merger-related cash-outs are routine in acquisitions and do not necessarily indicate the insider’s ongoing view of the business.

Insider Transaction Report

Form 4Exit
Period: 2026-04-23
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-04-2357,3100 total
  • Disposition to Issuer

    Stock Option (right to buy Common Stock)

    [F4][F3]
    2026-04-2340,0000 total
    Exercise: $8.99Exp: 2031-05-25Common Stock (40,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy Common Stock)

    [F4][F3]
    2026-04-2340,3000 total
    Exercise: $8.99Exp: 2031-05-25Common Stock (40,300 underlying)
  • Disposition to Issuer

    Stock Option (right to buy Common Stock)

    [F4][F3]
    2026-04-2328,7000 total
    Exercise: $8.99Exp: 2032-06-20Common Stock (28,700 underlying)
  • Disposition to Issuer

    Stock Option (right to buy Common Stock)

    [F4][F3]
    2026-04-2337,5000 total
    Exercise: $8.99Exp: 2033-06-21Common Stock (37,500 underlying)
  • Disposition to Issuer

    Stock Option (right to buy Common Stock)

    [F4][F3]
    2026-04-2332,3350 total
    Exercise: $8.99Exp: 2034-05-22Common Stock (32,335 underlying)
  • Disposition to Issuer

    Stock Option (right to buy Common Stock)

    [F4][F5]
    2026-04-2322,5000 total
    Exercise: $7.01Exp: 2035-06-01Common Stock (22,500 underlying)
  • Disposition to Issuer

    Restricted Stock Unit (RSU)

    [F6][F4][F7][F8]
    2026-04-2315,0000 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 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.
Signature
/s/ Charles N. York II, as Attorney-in-Fact|2026-04-23

Documents

1 file
  • 4
    form4-04232026_080421.xmlPrimary