Sun Elaine D 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) Director Elaine D. Sun Disposes Shares in Merger
What Happened
Elaine D. Sun, a director of Dynavax Technologies Corp. (DVAX), had 159,615 shares/derivative interests disposed to the issuer on February 10, 2026 as part of the company’s merger with Sanofi. The dispositions reflect conversion/cancellation of outstanding common shares, restricted stock units (RSUs) and stock options into cash at the merger offer price of $15.50 per share, producing approximately $2,474,032.50 in total consideration. These were reported on Form 4 as dispositions "to the issuer" rather than open-market sales.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger).
- Price: $15.50 per share (merger/tender offer price).
- Shares/derivatives disposed (aggregate): 159,615 (individual line items: 29,865; 45,000*; 11,250*; 22,500*; 22,500*; 28,500* — starred items were derivative-based cancellations).
- Approximate cash value received: $2,474,032.50.
- Shares owned after transaction: Form 4 reports dispositions tied to the merger; remaining common shares were converted/cancelled per the merger terms (no ongoing open-market sale shown).
- Notable footnotes: (F1–F4) confirm the transactions arose from the Agreement and Plan of Merger with Sanofi — the tender offer at $15.50 was completed and outstanding RSUs were converted to cash, and stock options were accelerated/vested immediately prior to the Effective Time and converted to cash equal to the spread (Offer Price minus exercise price).
- Timeliness: Filing date equals transaction date (Feb 10, 2026), indicating a timely report.
Context
This was not a typical insider-initiated sale but a contractual cash-out under the merger agreement: RSUs were converted to a cash payment per share and options were cashed out for the spread at closing. Such merger-related dispositions reflect the transaction terms rather than an individual's discretionary trading decision.
Insider Transaction Report
- Disposition to Issuer
Common Stock - Restricted Stock Units
[F1][F2][F3]2026-02-10−29,865→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−45,000→ 0 totalExercise: $13.33→ Common Stock (45,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−11,250→ 0 totalExercise: $11.68→ Common Stock (11,250 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−22,500→ 0 totalExercise: $11.20→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−22,500→ 0 totalExercise: $11.85→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−28,500→ 0 totalExercise: $10.18→ Common Stock (28,500 underlying)
Footnotes (4)
- [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").
- [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 restricted stock unit ("RSU") award that was outstanding as of immediately prior to the Effective Time held by the Reporting Person, 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.
- [F4]Pursuant to the terms of the Merger Agreement, (i) each stock option that was outstanding as of immediately prior to the Effective Time held by the Reporting Person 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.