Metzinger Joseph Anthony 4

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.