Metzinger Joseph Anthony 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) VP Joseph Metzinger Sells 64,084 Shares in Merger
What Happened
- Joseph A. Metzinger, VP and Chief Accounting Officer of Dynavax (DVAX), had 64,084 share-equivalents converted and paid out in connection with Dynavax’s merger with Sanofi. The reporting shows three dispositions on 2026-02-10: 7,129 shares (change of control) and two derivative dispositions to the issuer of 31,500 and 25,455 share-equivalents. The merger tender/closing price was $15.50 per share, implying gross consideration of roughly $993,300 (64,084 × $15.50). Some amounts reflect cancelled stock options and RSUs that were converted to cash under the merger agreement.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger); Form filed Feb 10, 2026 (timely).
- Consideration: Offer Price $15.50 per share (tender offer by Sanofi); filing lists N/A for price because payments governed by Merger Agreement.
- Shares/dispositions: 7,129 (change of control), 31,500 (derivative to issuer), 25,455 (derivative to issuer) — total 64,084 share-equivalents.
- Approximate gross cash value: ~$993,302 (64,084 × $15.50). Note: cash received for stock options equals the excess of the Offer Price over the exercise price, so option-related cash will be lower than $15.50 × option shares.
- Shares owned after transaction: Not specified in the Form 4.
- Notable footnotes: Transactions result from the Agreement & Plan of Merger with Sanofi (tender offer and merger). RSUs and stock options outstanding at the Effective Time were cancelled and converted to cash; portions of awards granted in 2025 may remain subject to 50% deferred vesting and pay out 6 months after the Effective Time.
Context
- These were merger-related conversions/cash-outs, not open-market sales. RSUs were converted into cash at $15.50/share; stock options were cancelled and converted into cash equal to (Offer Price − exercise price) × shares (with special vesting rules for 2025 grants). Such merger dispositions reflect company M&A activity rather than an individual insider decision to sell on the open market.
Insider Transaction Report
Form 4Exit
Metzinger Joseph Anthony
VP, Chief Accounting Officer
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-02-10−7,129→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F1][F2][F5]2026-02-10−31,500→ 0 totalExercise: $9.85→ Common Stock (31,500 underlying) - Disposition to Issuer
Restricted Stock Units
[F6][F1][F2][F7]2026-02-10−25,455→ 0 total→ Common Stock (25,455 underlying)
Footnotes (7)
- [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 share of Common Stock held by the Reporting Person was tendered in exchange for the Offer Price.
- [F4]The stock option was granted to the Reporting Person in 2025.
- [F5]Pursuant to the terms of the Merger Agreement, (i) each stock option that was outstanding as of immediately prior to the Effective Time (other than a stock option granted in calendar year 2025 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, except that in the case of any portion of a stock option granted in calendar year 2025 that remained unvested as of the immediately prior to the Effective Time, 50% of such cash amount is subject to vesting requirements and scheduled to vest 6 months after the Effective Time, as described in the Merger Agreement.
- [F6]The RSUs were granted on May 12, 2025, and were originally scheduled to vest over three years, with 1/3 vesting on each anniversary of May 12, 2025.
- [F7]Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU award that was outstanding as of immediately prior to the Effective Time, 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, except that in the case of any portion of an RSU award granted in calendar year 2025 that remained unvested as of immediately prior to the Effective Time, 50% of such cash amount is subject to vesting requirements and scheduled to vest 6 months after the Effective Time, as described in the Merger Agreement.
Signature
Joseph Metzinger, by /s/ Trevor Dutcher, Attorney-in-fact|2026-02-10