VASCONCELLES MICHAEL 4
4 · Day One Biopharmaceuticals, Inc. · Filed Apr 23, 2026
Research Summary
AI-generated summary of this filing
Day One (DAWN) Head of R&D Michael Vasconcelles Sells 854,272 Shares
What Happened
- Michael Vasconcelles, Head of Research & Development at Day One Biopharmaceuticals (DAWN), had multiple dispositions on April 23, 2026 tied to the company’s closing merger with Servier. The filing shows dispositions of 4,397 shares of common stock and four derivative items (346,000; 171,000; 226,000; 106,875) for a total of 854,272 shares/equivalents.
- The Form 4 reports the price as N/A, but the Merger Agreement (footnote) states the cash Merger Consideration was $21.50 per share. At that price, the total cash value is approximately $18,366,848. These were not open-market sales but dispositions to the issuer as part of the merger/cash-out.
Key Details
- Transaction date: April 23, 2026 (merger closing).
- Items disposed: 4,397 common shares; 346,000, 171,000, 226,000, and 106,875 derivative units (total = 854,272).
- Price / consideration: Merger Consideration of $21.50 per share (per Merger Agreement) — total ≈ $18.37M.
- Transaction code: D (Disposition to the issuer — merger/cash-out).
- Shares owned after transaction: Not specified in this Form 4.
- Notable footnotes: F1–F2 describe the Servier merger; F4 explains that outstanding unvested options and RSUs became fully vested immediately prior to the merger and were canceled/converted into the right to receive cash equal to the Merger Consideration (options paid the difference between $21.50 and the exercise price).
- Timeliness: Filing period and filing date are April 23, 2026 — appears timely (no late filing indicated).
Context
- These dispositions are merger-related cash conversions, not open-market sales: options and RSUs were accelerated/converted at closing and paid in cash per the merger terms. For option-derived amounts, the payout reflects the merger price less any exercise price, not a typical “exercise-and-hold” or market sale.
- Such merger cash-outs reflect deal terms rather than an insider sentiment trade; purchases are generally more informative about an insider’s bullishness.
Insider Transaction Report
Form 4Exit
VASCONCELLES MICHAEL
Head of Research and Dev.
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-23−4,397→ 0 total - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F3]2026-04-23−346,000→ 0 totalExercise: $6.64Exp: 2035-06-15→ Common Stock (346,000 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F4][F5]2026-04-23−171,000→ 0 totalExercise: $11.16Exp: 2036-01-29→ Common Stock (171,000 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F6][F4][F7][F8]2026-04-23−226,000→ 0 total→ Common Stock (226,000 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F6][F4][F9][F8]2026-04-23−106,875→ 0 total→ Common Stock (106,875 underlying)
Footnotes (9)
- [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 option vests as to 1/4th of the total grant on June 16, 2026, and 1/48th of the total grant will vest on each monthly anniversary thereafter, subject to the Reporting Person's provision of service to the Issuer on each option vesting date.
- [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 1/48th 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.
- [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 vest as to 25% of the total award on August 15, 2026, and 1/12th of the remaining RSUs vest in quarterly installments thereafter on November 15, February 15, May 15 and August 15, subject to the Reporting Person's provision of service to the Issuer on each RSU vesting date.
- [F8]RSUs do not expire; they either vest or are canceled prior to the RSU vesting date.
- [F9]The RSUs 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.
Signature
/s/ Charles N. York II, as Attorney-in-Fact|2026-04-23