Sun Elaine D 4

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.