Nicholson Garry A 4
4 · Day One Biopharmaceuticals, Inc. · Filed Apr 23, 2026
Research Summary
AI-generated summary of this filing
Day One Biopharmaceuticals Director Garry Nicholson Cashes Out 141,235 Shares
What Happened
- Garry A. Nicholson, a director of Day One Biopharmaceuticals (DAWN), had a total of 141,235 derivative shares disposed to the issuer in connection with the company's merger closing on April 23, 2026. The shares were converted/canceled for the merger consideration of $21.50 per share, resulting in gross proceeds of approximately $3.04 million (subject to applicable withholding taxes).
- The reported transactions are dispositions to the issuer (derivative instruments converted/canceled in the Merger), not open‑market sales.
Key Details
- Transaction date: April 23, 2026 (merger closing).
- Price: $21.50 per share (Merger Consideration); total ≈ $3,036,552.50, subject to withholding taxes.
- Shares disposed (by line items): 33,900; 37,500; 32,335; 22,500; 15,000 — total 141,235.
- Shares owned after the transaction: Not disclosed in the provided filing.
- Relevant footnotes: Options and RSUs fully vested immediately prior to the Merger; at closing, each option/RSU was canceled and converted into the right to receive cash equal to the Merger Consideration (options paid the spread over exercise price). Withholding taxes apply (see F1–F4, F6–F8).
- Filing timeliness: No late filing flag indicated in the provided information.
Context
- These were derivative dispositions tied to the takeover by Servier (Merger Agreement dated March 6, 2026); the Merger Sub merged into Day One and the company became a wholly owned subsidiary of Servier. Unvested awards vested immediately before closing and were cashed out at the merger price.
- This is a cash‑out via corporate transaction (disposition to issuer) rather than an open‑market sale; such conversions are routine in M&A and reflect deal mechanics rather than an independent trading decision by the insider.
Insider Transaction Report
Form 4Exit
Nicholson Garry A
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy Common Stock)
[F2][F3][F4][F1]2026-04-23−33,900→ 0 totalExercise: $8.99Exp: 2032-09-11→ Common Stock (33,900 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.
Signature
/s/ Charles N. York II, as Attorney-in-Fact|2026-04-23