York Charles N II 4
4 · Day One Biopharmaceuticals, Inc. · Filed Apr 23, 2026
Research Summary
AI-generated summary of this filing
Day One Biopharmaceuticals (DAWN) COO/CFO Charles N. York II Sells Shares
What Happened
Charles N. York II, Day One Biopharmaceuticals' COO and CFO, disposed of a total of 1,832,817 shares (including shares delivered on derivative awards) on April 23, 2026 in connection with the company’s merger with Servier. Under the merger, each share was purchased for $21.50 per share (the Offer Price), so the aggregate cash consideration for these shares was approximately $39.4 million before applicable withholding taxes. The dispositions were "to the issuer" (D) as the merger consideration was paid in cash; many of the shares converted were derivative awards (options/RSUs) that were cashed out.
Key Details
- Transaction date: April 23, 2026 (filing date: April 23, 2026 — timely).
- Price: $21.50 per share (Offer Price per Merger Agreement, Footnote F2).
- Total shares disposed: 1,832,817 shares.
- Direct common shares: 312,025 shares.
- Derivative-based shares (options/RSUs converted to cash): 1,520,792 shares.
- Approximate gross proceeds: ~$39.4 million (before applicable withholding taxes).
- Footnotes of note:
- F1/F2: The dispositions were part of the Merger with Servier; all issued and outstanding shares were purchased or converted into the Offer Price.
- F4: Outstanding unvested stock options and RSUs became fully vested immediately prior to the merger and were canceled/converted into the right to receive cash.
- F10–F13: RSUs represented contingent rights to one share each and, under the terms, were treated in the merger as described above.
- Shares owned after transaction: The filing indicates the reporting person’s equity awards and shares were converted/cashed out in the merger (i.e., no remaining common shares from the canceled awards).
- Taxes/withholding: Merger consideration was paid net of applicable withholding taxes per the merger terms.
Context
- These are merger-related cash payouts (dispositions to the issuer), not open-market sales. Dispositions labeled as derivative reflect options or RSUs that were cashed out per the Merger Agreement rather than exercised and held.
- This transaction is procedural in connection with the change of control; it does not necessarily indicate a voluntary “sell” decision by the insider in the same sense as an open-market sale.
Insider Transaction Report
Form 4Exit
York Charles N II
COO and CFO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-23−312,025→ 0 total - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F3]2026-04-23−497,667→ 0 totalExercise: $8.99Exp: 2031-05-25→ Common Stock (497,667 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F5]2026-04-23−151,000→ 0 totalExercise: $8.99Exp: 2032-01-17→ Common Stock (151,000 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F6]2026-04-23−116,000→ 0 totalExercise: $8.99Exp: 2033-01-16→ Common Stock (116,000 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F7]2026-04-23−162,000→ 0 totalExercise: $8.99Exp: 2034-01-04→ Common Stock (162,000 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F8]2026-04-23−162,000→ 0 totalExercise: $8.99Exp: 2035-01-14→ Common Stock (162,000 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F9]2026-04-23−188,000→ 0 totalExercise: $11.16Exp: 2036-01-29→ Common Stock (188,000 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F10][F4][F11][F12]2026-04-23−6,750→ 0 total→ Common Stock (6,750 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F10][F4][F11][F12]2026-04-23−46,375→ 0 total→ Common Stock (46,375 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F10][F4][F11][F12]2026-04-23−72,875→ 0 total→ Common Stock (72,875 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F10][F4][F13][F12]2026-04-23−118,125→ 0 total→ Common Stock (118,125 underlying)
Footnotes (13)
- [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.
- [F10]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.
- [F11]The RSUs will vest as to 1/16th of the total award in quarterly installments on February 15, May 15, August 15 and November 15, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F12]RSUs do not expire; they either vest or are canceled prior to the RSU Vesting Date.
- [F13]The RSUs will vest as to 1/16th of the total award in quarterly installments on February 15, May 15, August 15 and November 15, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [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 2.0833% of the total shares monthly, with 100% of the total shares vested on January 18, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F6]The option vests as to 1/48th of the total shares monthly, commencing February 17, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F7]The option vests as to 1/48th of the total shares monthly, commencing February 5, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F8]The option vests as to 1/48th of the total shares monthly, commencing February 15, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F9]The option vests as to 1/48th of the total shares monthly, commencing February 28, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Signature
/s/ Charles N. York II|2026-04-23