Emini Emilio 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) Director Emini Emilio Sells 59,950 Shares in $15.50 Sanofi Deal
What Happened
Emini Emilio, a director of Dynavax Technologies Corp. (DVAX), had a mix of common stock and derivative awards disposed of to the issuer as part of Dynavax’s merger with Sanofi. The Form 4 shows: 10,075 shares of common stock disposed, plus two derivative dispositions of 42,750 and 7,125 underlying shares (total underlying shares affected = 59,950). The merger/offer price was $15.50 per share; the common-stock portion (10,075 shares) generated $156,162.50 in cash. The derivative awards (RSUs and stock options) were cancelled and converted to cash under the merger terms; option payouts depend on each option’s exercise price and the filing does not report realized amounts for those items.
Key Details
- Transaction date: 2026-02-10 (Effective Time of merger with Sanofi)
- Reported dispositions: 10,075 common shares (cash received = 10,075 × $15.50 = $156,162.50); derivatives of 42,750 and 7,125 underlying shares were cancelled/converted (amounts for options not reported).
- Total underlying shares affected: 59,950. If all were valued at $15.50 the aggregate would be $929,225, but option cashouts equal shares × (Offer Price − exercise price) and were not specified.
- Footnotes: Transactions occurred pursuant to the Agreement and Plan of Merger with Sanofi. RSUs were cancelled and converted into cash equal to shares × $15.50 (Offer Price). Outstanding options vested immediately prior to the Effective Time and were cancelled/converted into cash based on the spread (Offer Price minus exercise price).
- Shares owned after transaction: not specifically reported on the Form 4; public common shares were acquired in the tender/merger and the issuer became an indirect wholly owned subsidiary of Sanofi.
- Filing timeliness: reported with the 2026-02-10 Period of Report and filing date 2026-02-10 (no late filing indicated).
Context
These are merger-related dispositions — not routine open-market sales. RSU cancellations result in cash equal to the offer price per share; option conversions depend on each option’s exercise price (so reported cash for options may differ from $15.50/share). Such filings document how insiders were paid out in the acquisition rather than signaling a typical buy/sell choice.
Insider Transaction Report
- Disposition to Issuer
Common Stock - Restricted Stock Units
[F1][F2][F3]2026-02-10−10,075→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−42,750→ 0 totalExercise: $12.94→ Common Stock (42,750 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F4]2026-02-10−7,125→ 0 totalExercise: $10.18→ Common Stock (7,125 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.