MacGregor Brent 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) Director Brent MacGregor Sells Shares in Merger
What Happened Brent MacGregor, a director of Dynavax Technologies Corp. (DVAX), reported dispositions on 2026-02-10 totaling 192,829 shares. The Form 4 shows multiple dispositions to the issuer (code D), including both direct shares (21,829) and several derivative-related cancellations (options/RSUs totaling 171,000). Under the Merger Agreement with Sanofi, each outstanding RSU was converted into the right to receive cash equal to the number of shares times the $15.50 offer price, and outstanding options were vested then converted into cash equal to the number of option shares times the excess of $15.50 over the exercise price. Based on the $15.50 per-share offer, the aggregate cash consideration for 192,829 shares is approximately $2,988,850 (~$2.99M). The Form 4 lists price as N/A for the individual entries but the footnotes disclose the $15.50 merger consideration.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger/tender offer).
- Reported dispositions: 21,829 shares (direct) + 50,000 + 25,000 + 22,500 + 22,500 + 22,500 + 28,500 (derivative-related) = 192,829 total shares.
- Consideration: $15.50 per share pursuant to Sanofi tender/merger; total ≈ $2.99M (filing shows N/A per-line but footnotes confirm $15.50).
- Footnotes: Merger with Sanofi — RSUs cancelled and converted to cash at offer price; options vested immediately prior to the Effective Time and were cancelled for cash equal to (shares × (Offer Price − exercise price)).
- Filing timeliness: Reported with a Form 4 dated the same day (02-10-2026); no late filing indicated.
- Shares owned after the transactions: Not specified in the Form 4; the footnotes indicate outstanding equity awards were converted/cancelled at the Effective Time.
Context These transactions are part of the merger/tender offer process (Sanofi acquiring Dynavax). Dispositions labeled “D” to the issuer reflect conversion/cancellation of equity and payment in cash under the merger terms rather than open-market selling. For derivatives: RSUs were converted into cash equal to shares × $15.50; options were cashed out based on the spread. This is a corporate transaction outcome rather than an independent insider sell signal.
Insider Transaction Report
- Disposition to Issuer
Common Stock - Restricted Stock Units
[F1][F2][F3]2026-02-10−21,829→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−50,000→ 0 totalExercise: $11.37→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−25,000→ 0 totalExercise: $8.20→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−22,500→ 0 totalExercise: $11.68→ Common Stock (22,500 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.