VASCONCELLES MICHAEL 4

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.