Servier buyout: Day One (NASDAQ: DAWN) counsel’s equity cashed out at $21.50
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Day One Biopharmaceuticals’ General Counsel & Secretary Adam Dubow disposed of all reported equity holdings in connection with the company’s cash merger. On the April 23, 2026 closing of the merger with Servier, each share of common stock was purchased or converted into the right to receive $21.50 in cash per share, subject to taxes.
The filing shows 72,694 shares of common stock and multiple grants of restricted stock units and stock options reported as dispositions to the issuer. Footnotes state that unvested stock options and RSUs became fully vested immediately before the merger, then were canceled for cash based on the $21.50 merger consideration (less the applicable exercise price for options). After these transactions, the form reports zero shares and zero derivatives remaining for the reporting person.
Positive
- None.
Negative
- None.
Insights
Filing records cash-out and cancellation of an executive’s equity as Day One is acquired.
This Form 4 for Day One Biopharmaceuticals documents how General Counsel Adam Dubow’s equity awards were treated when Servier’s subsidiary merged with the company. Each common share was taken out at $21.50 in cash, as described in the merger terms.
Footnotes explain that all unvested stock options and RSUs first fully vested, then were canceled and converted into cash based on the merger consideration, or the spread over the exercise price for options. With derivativeSummary showing no remaining positions and post-transaction holdings at zero, this reflects a complete equity cash-out tied to the merger’s closing rather than open-market trading.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Dubow Adam
Role
Gen Counsel & Secretary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy Common Stock) | 309,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 90,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 90,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 90,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 105,000 | $0.00 | -- |
| Disposition | Restricted Stock Unit (RSU) | 8,889 | $0.00 | -- |
| Disposition | Restricted Stock Unit (RSU) | 5,250 | $0.00 | -- |
| Disposition | Restricted Stock Unit (RSU) | 25,816 | $0.00 | -- |
| Disposition | Restricted Stock Unit (RSU) | 40,565 | $0.00 | -- |
| Disposition | Restricted Stock Unit (RSU) | 65,625 | $0.00 | -- |
| Disposition | Common Stock | 72,694 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy Common Stock) — 0 shares (Direct, null);
Restricted Stock Unit (RSU) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- On March 6, 2026, Servier Pharmaceuticals LLC, a Delaware limited liability company ("Parent"), Servier Detroit Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Day One Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), and Servier S.A.S., a French societe par actions simplifiee, solely as a guarantor, entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (such merger and the other transactions contemplated by the Merger Agreement, the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent. Upon the closing of the Merger on April 23, 2026, each issued and outstanding share of the Company's Common Stock, par value $0.0001 per share, was either (x) purchased for $21.50 per share (the "Offer Price"), net to the seller in cash, without interest, and subject to applicable withholding taxes, on the terms and conditions set forth in the Merger Agreement, or (y) automatically converted into the right to receive the Offer Price (the "Merger Consideration"), net to the seller in cash, without interest, and subject to applicable withholding taxes, on the terms and conditions set forth in the Merger Agreement. The option vests as to 100% of the total shares on November 6, 2026, subject to the Reporting Person's provision of service to the Issuer on such vesting date. Immediately prior to the effective time of the Merger, all outstanding unvested stock options and unvested restricted stock units became fully vested. At the effective time of the Merger, each stock option and restricted stock unit was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration (or, in the case of stock options, the difference between the Merger Consideration and the applicable per share exercise price), less any applicable withholding taxes. The option vests as to 1/48th of the total shares monthly, commencing February 17, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option vests as to 1/48th of the total shares monthly, commencing February 5, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option vests as to 1/48th of the total shares monthly, commencing February 15, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option vests as to 1/48th of the total shares monthly, commencing February 28, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The Restricted Stock Units ("RSUs") vest as to 25% of the total award on November 15, 2023, and 1/12th of the remaining amount vests in quarterly installments on February 15, May 15, August 15 and November 15, subject to the Reporting Person's provision of service to the Issuer on each vesting date. RSUs do not expire; they either vest or are canceled prior to the vesting date. The RSUs will vest as to 1/16th of the total award in quarterly installments on February 15, May 15, August 15 and November 15, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Key Figures
Merger cash price per share: $21.50 per share
Common shares disposed: 72,694 shares
RSU tranche disposed: 65,625 RSUs
+3 more
6 metrics
Merger cash price per share
$21.50 per share
Cash consideration for each issued and outstanding common share at merger closing
Common shares disposed
72,694 shares
Common stock reported as disposed to issuer on April 23, 2026
RSU tranche disposed
65,625 RSUs
One restricted stock unit grant canceled and converted to cash at merger
Largest option grant disposed
309,000 options at $8.99
Stock option with $8.99 exercise price canceled; paid cash equal to spread vs $21.50
Additional option grant
105,000 options at $11.16
Stock option grant canceled and settled for cash based on merger consideration
Post-transaction holdings
0 shares, 0 derivatives
Total reported Day One equity held by Adam Dubow after merger-related dispositions
Key Terms
Agreement and Plan of Merger, Merger Consideration, Restricted Stock Unit ("RSU"), societe par actions simplifiee, +2 more
6 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the "Merger Agreement")."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"automatically converted into the right to receive the Offer Price (the "Merger Consideration"),"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Restricted Stock Unit ("RSU") financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
societe par actions simplifiee regulatory
"Servier S.A.S., a French societe par actions simplifiee, solely as a guarantor,"
Merger regulatory
"such merger and the other transactions contemplated by the Merger Agreement, the "Merger""
A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.
vesting financial
"all outstanding unvested stock options and unvested restricted stock units became fully vested."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
FAQ
What does Adam Dubow’s Form 4 show for Day One Biopharmaceuticals (DAWN)?
The Form 4 shows Adam Dubow, General Counsel & Secretary, disposing of all reported common stock, restricted stock units, and stock options. These equity awards were cashed out or canceled for cash in connection with Day One Biopharmaceuticals’ cash merger with Servier at a fixed per-share price.
How were Adam Dubow’s stock options and RSUs in DAWN treated at closing?
Immediately before the merger became effective, all unvested stock options and RSUs held by Adam Dubow became fully vested. At the effective time, each option and RSU was canceled and converted into a cash payment based on the $21.50 merger consideration, minus exercise price for options, less applicable taxes.
Does Adam Dubow retain any Day One Biopharmaceuticals (DAWN) equity after these transactions?
According to the Form 4, the total shares and derivative securities reported as held by Adam Dubow following the transactions are zero. This indicates his reported common stock, RSUs, and stock options were fully cashed out or canceled for cash as part of the completed merger transaction.
What types of equity awards did Adam Dubow dispose of in the DAWN merger?
The filing lists dispositions of common stock, multiple series of restricted stock units, and several stock option grants. These include options with exercise prices such as $11.16 and $8.99 per share, all converted into cash based on the $21.50 merger consideration at the transaction’s effective time.
Was the Day One Biopharmaceuticals (DAWN) merger already agreed before these Form 4 transactions?
Yes. A March 6, 2026 Merger Agreement between Servier entities and Day One Biopharmaceuticals established the merger terms. The Form 4 reflects equity treatment at the April 23, 2026 closing, when Servier’s merger subsidiary combined with Day One, making it a wholly owned subsidiary.