MacDonald Kelly 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) SVP/CFO Kelly MacDonald Sells Shares in Acquisition
What Happened
- Kelly MacDonald, SVP and CFO of Dynavax Technologies (DVAX), disposed of a total of 868,317 shares on Feb 10, 2026 in connection with Sanofi’s acquisition. All common shares were tendered and converted to cash at the Offer Price of $15.50 per share, producing roughly $13.46 million in proceeds. Many reported entries reflect awards/options/RSUs/PSUs that were canceled or converted into cash under the merger terms rather than open-market sales.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger).
- Price: $15.50 per share (Sanofi tender offer / merger consideration).
- Shares disposed: 868,317 total; estimated proceeds ≈ $13.46M.
- Shares owned after transaction: filing indicates the Reporting Person’s common stock was tendered under the Merger Agreement (effectively converted to cash).
- Notable footnotes: sales/conversions were pursuant to the Merger Agreement with Sanofi; RSUs and PSUs were converted to cash (some portions from 2025 grants remain subject to 6‑month vesting), and outstanding options were cashed out per deal terms.
- Timeliness: Filing date equals transaction/Effective Time (Feb 10, 2026) — reported contemporaneously.
Context
- These were cash‑out transactions tied to the Sanofi acquisition (not routine open‑market selling). Under the merger agreement, outstanding equity awards (RSUs, PSUs, options) were cancelled and converted into cash based on the offer price, with certain portions of 2025 grants subject to limited post‑closing vesting. Such disposals reflect deal mechanics rather than an independent trading decision by the insider.
Insider Transaction Report
Form 4Exit
MacDonald Kelly
SVP and CFO
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-02-10−60,204→ 0 total - Award
Common Stock - Performance Stock Units
[F4]2026-02-10+46,430→ 46,430 total - Disposition to Issuer
Common Stock - Performance Stock Units
[F1][F2][F5]2026-02-10−46,430→ 0 total - Award
Common Stock - Performance Stock Units
[F6]2026-02-10+42,424→ 42,424 total - Disposition to Issuer
Common Stock - Performance Stock Units
[F1][F2][F5]2026-02-10−42,424→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−350,000→ 0 totalExercise: $8.90→ Common Stock (350,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−90,500→ 0 totalExercise: $12.74→ Common Stock (90,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−100,000→ 0 totalExercise: $11.12→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−65,000→ 0 totalExercise: $12.48→ Common Stock (65,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F8][F1][F2][F7]2026-02-10−70,000→ 0 totalExercise: $12.69→ Common Stock (70,000 underlying) - Disposition to Issuer
Restricted Stock Units
[F9][F1][F2][F10]2026-02-10−15,476→ 0 total→ Common Stock (15,476 underlying) - Disposition to Issuer
Restricted Stock Units
[F11][F1][F2][F10]2026-02-10−28,283→ 0 total→ Common Stock (28,283 underlying)
Footnotes (11)
- [F1]This Form 4 reports securities transacted pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, SANOFI, a French societe anonyme ("Parent"), and Samba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser").
- [F10]Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU award that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive cash in an amount equal to (i) the number of shares issuable in settlement of such RSU award immediately prior to the Effective Time without regard to vesting, multiplied by (ii) the Offer Price, except that in the case of any portion of an RSU award granted in calendar year 2025 that remained unvested as of immediately prior to the Effective Time, 50% of such cash amount is subject to vesting requirements and scheduled to vest 6 months after the Effective Time, as described in the Merger Agreement.
- [F11]The RSUs were granted on February 13, 2025, and were originally scheduled to vest over three years, with 1/3 vesting on each anniversary of February 13, 2025.
- [F2]Pursuant to the Merger Agreement, Purchaser completed a tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 per share (the "Common Stock"), for $15.50 per share (the "Offer Price"), in cash, without interest and subject to any applicable withholding of taxes. On February 10, 2026, Purchaser merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary of Parent (the effective time of such merger, the "Effective Time").
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Common Stock held by the Reporting Person was tendered in exchange for the Offer Price.
- [F4]Represents performance-based restricted stock units ("PSUs") previously granted to the Reporting Person in 2024, which vest based on how the Issuer's total stockholder return compares to the total stockholder return of an indexed group of companies ("rTSR") over a performance period ending on December 31, 2026.
- [F5]Pursuant to the terms of the Merger Agreement, at the Effective Time, each PSU award that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive cash in an amount equal to (i) the number of shares issuable in settlement of such PSU award immediately prior to the Effective Time based on attainment of the performance goal at 150% of the target level, without regard to vesting, multiplied by (ii) the Offer Price, except that in the case of any PSU award that was granted in calendar year 2025, 50% of such cash amount is subject to vesting requirements and scheduled to vest 6 months after the Effective Time, as described in the Merger Agreement.
- [F6]Represents PSUs previously granted to the Reporting Person in 2025, which vest based on rTSR over a performance period ending on December 31, 2027.
- [F7]Pursuant to the terms of the Merger Agreement, (i) each stock option that was outstanding as of immediately prior to the Effective Time (other than a stock option granted in calendar year 2025 became fully vested immediately prior to the Effective Time, and (ii) at the Effective Time, each stock option that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to (i) the number of shares subject to such stock option immediately prior to the Effective Time, without regard to vesting, multiplied by (ii) the excess of the Offer Price over the exercise price per share of such stock option, except that in the case of any portion of a stock option granted in calendar year 2025 that remained unvested as of the immediately prior to the Effective Time, 50% of such cash amount is subject to vesting requirements and scheduled to vest 6 months after the Effective Time, as described in the Merger Agreement.
- [F8]The stock option was granted to the Reporting Person in 2025.
- [F9]The restricted stock units ("RSUs") were granted on February 15, 2024, and were originally scheduled to vest over three years, with 1/3 vesting on each anniversary of February 15, 2024.
Signature
Kelly A. MacDonald, by /s/ Trevor Dutcher, Attorney-in-fact|2026-02-10