MacGregor Brent 4
Research Summary
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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.