Day One Biopharma (DAWN) CCO Settles RSUs, Sells 3,766 Shares to Cover Taxes
Rhea-AI Filing Summary
Lauren Merendino, Chief Commercial Officer of Day One Biopharmaceuticals, Inc. (DAWN), reported receipt and partial sale of company shares tied to vested restricted stock units (RSUs). On 08/15/2025 she was treated as acquiring multiple blocks of common stock through vesting of RSUs (3,162; 3,687; 3,687 shares) and the related derivative entries show those RSUs underlie the same share amounts. Following these transactions her reported beneficial ownership figures adjusted across several lines, and on 08/18/2025 she sold 3,766 shares in a block trade at a weighted average price of $6.7671 to cover taxes on RSU settlement.
The filing notes the RSUs represent one share each upon settlement for no consideration, vesting schedules (initial 1/4 on 08/15/2024 with remaining quarterly vesting, and separate 1/16 quarterly vesting for another award) and that RSU sales were solely to cover tax liabilities. The form was filed by one reporting person via attorney-in-fact.
Positive
- Transparent disclosure of RSU vesting schedules, share counts, and purpose of sale (tax withholding).
- Sells only to cover tax liability rather than broader liquidation of holdings, per the filer.
Negative
- None.
Insights
TL;DR Officer vested RSUs and sold shares to cover taxes; routine equity-compensation activity with no new cash purchases or unusual dilution.
The report documents standard settlement of RSUs and a follow-on sale of 3,766 shares at a weighted average of $6.7671 for tax withholding. Vesting schedules are disclosed and RSUs are exercisable into common stock for no consideration. Transactions were block trades executed across a price range and the filer used an attorney-in-fact to submit the Form 4.
TL;DR Disclosure aligns with Section 16 reporting obligations; activity appears administrative rather than material to operations.
The Form 4 provides required detail: role of reporting person (Chief Commercial Officer), exact RSU vesting mechanics, number of shares acquired via RSU settlement, and a tax-cover sale. No evidence in this filing of changes in control, new equity grants beyond the described vesting, or related-party transactions that would raise additional governance concerns.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 3,766 | $6.7671 | $25K |
| Exercise | Restricted Stock Unit (RSU) | 3,162 | $0.00 | -- |
| Exercise | Restricted Stock Unit (RSU) | 3,687 | $0.00 | -- |
| Exercise | Restricted Stock Unit (RSU) | 3,687 | $0.00 | -- |
| Exercise | Common Stock | 3,162 | $0.00 | -- |
| Exercise | Common Stock | 3,687 | $0.00 | -- |
| Exercise | Common Stock | 3,687 | $0.00 | -- |
Footnotes (1)
- Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration. The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs. The price reported in Column 4 is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $6.65 to $6.87, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein with regard to the block trade. The RSUs vested as to 1/4th of the total award on August 15, 2024, and the remaining 3/4 of the award vests in 12 substantially equal quarterly installments thereafter on November 15, February 15, May 15 and August 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 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.
