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Dynavax (NASDAQ: DVAX) director equity cashed out in completed Sanofi buyout

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Dynavax Technologies director Elaine D. Sun reported the cash-out of her equity awards in connection with the company’s acquisition by Sanofi. Sanofi’s subsidiary completed a tender offer for all Dynavax common shares at $15.50 per share in cash and then merged into Dynavax on February 10, 2026.

At the merger’s effective time, all of Sun’s restricted stock units were cancelled and converted into the right to receive cash equal to the number of underlying shares multiplied by the $15.50 offer price. Multiple stock option awards were also fully vested, then cancelled and converted into cash equal to the number of option shares multiplied by the excess of the $15.50 offer price over each option’s exercise price. Following these transactions, the Form 4 shows zero RSUs and options beneficially owned.

Positive

  • None.

Negative

  • None.
Insider Sun Elaine D
Role Director
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) 45,000 $0.00 --
Disposition Stock Option (Right to Buy) 11,250 $0.00 --
Disposition Stock Option (Right to Buy) 22,500 $0.00 --
Disposition Stock Option (Right to Buy) 22,500 $0.00 --
Disposition Stock Option (Right to Buy) 28,500 $0.00 --
Disposition Common Stock - Restricted Stock Units 29,865 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock - Restricted Stock Units — 0 shares (Direct)
Footnotes (1)
  1. 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"). 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"). 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. 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.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sun Elaine D

(Last) (First) (Middle)
C/O DYNAVAX TECHNOLOGIES
2100 POWELL STREET, SUITE 720

(Street)
EMERYVILLE CA 94608

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DYNAVAX TECHNOLOGIES CORP [ DVAX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock - Restricted Stock Units 02/10/2026 D(1)(2) 29,865 D (3) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $13.33 02/10/2026 D(1)(2) 45,000 (4) (4) Common Stock 45,000 (4) 0 D
Stock Option (Right to Buy) $11.68 02/10/2026 D(1)(2) 11,250 (4) (4) Common Stock 11,250 (4) 0 D
Stock Option (Right to Buy) $11.2 02/10/2026 D(1)(2) 22,500 (4) (4) Common Stock 22,500 (4) 0 D
Stock Option (Right to Buy) $11.85 02/10/2026 D(1)(2) 22,500 (4) (4) Common Stock 22,500 (4) 0 D
Stock Option (Right to Buy) $10.18 02/10/2026 D(1)(2) 28,500 (4) (4) Common Stock 28,500 (4) 0 D
Explanation of Responses:
1. 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").
2. 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").
3. 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.
4. 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.
Francis Cano, by /s/ Trevor Dutcher, Attorney-in-Fact 02/10/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What does the DVAX Form 4 filed by Elaine D. Sun report?

The Form 4 reports that director Elaine D. Sun’s Dynavax equity awards were cancelled and cashed out. Her restricted stock units and stock options were converted into cash consideration in connection with the completed acquisition of Dynavax Technologies by Sanofi at a fixed per-share offer price.

What was the cash offer price in the Dynavax–Sanofi merger?

The cash offer price was $15.50 per share for Dynavax common stock. This price applied to the tender offer and was also used to determine the cash paid for Elaine D. Sun’s restricted stock units and the in-the-money portion of her vested stock options at the merger’s effective time.

How were Elaine D. Sun’s Dynavax restricted stock units treated?

All restricted stock unit awards held by Elaine D. Sun were cancelled at the merger’s effective time and converted into a right to receive cash. The cash amount equaled the number of shares underlying each RSU award immediately before closing multiplied by the $15.50 offer price.

What happened to Elaine D. Sun’s Dynavax stock options in the merger?

Each stock option held by Elaine D. Sun became fully vested immediately before the effective time and was then cancelled. For each option, she became entitled to cash equal to the number of underlying shares multiplied by the excess of the $15.50 offer price over the option’s exercise price.

Does Elaine D. Sun still hold Dynavax equity after these Form 4 transactions?

According to the Form 4 tables, Elaine D. Sun’s reported Dynavax restricted stock units and stock options all show zero shares beneficially owned following the transactions. Her prior awards were cancelled and converted entirely into cash rights as part of the completed Sanofi acquisition and merger.

What corporate steps completed Sanofi’s acquisition of Dynavax Technologies (DVAX)?

Sanofi, through wholly owned subsidiary Samba Merger Sub, first completed a tender offer for all outstanding Dynavax common shares at $15.50 per share in cash. On February 10, 2026, the subsidiary then merged into Dynavax, which survived as an indirect wholly owned subsidiary of Sanofi.