Nicholson Garry A 4

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.