Sanofi buyout: Dynavax (DVAX) VP’s equity converted to $15.50 cash
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Dynavax Technologies VP and Chief Accounting Officer Joseph Metzinger reported automatic changes to his equity following the company’s merger with Sanofi. A Sanofi subsidiary acquired all Dynavax common shares for $15.50 per share in cash, and then merged into Dynavax on February 10, 2026, making Dynavax an indirect wholly owned subsidiary.
At the merger’s effective time, Metzinger’s 7,129 shares of common stock were tendered for the $15.50 cash consideration. In addition, 31,500 stock options and 25,455 restricted stock units were cancelled and converted into rights to receive cash based on the offer price, with portions of 2025 grants subject to continued vesting six months after the effective time. Following these transactions, the Form 4 shows zero shares and zero derivative securities beneficially owned.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Metzinger Joseph Anthony
Role
VP, Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 31,500 | $0.00 | -- |
| Disposition | Restricted Stock Units | 25,455 | $0.00 | -- |
| U | Common Stock | 7,129 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (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 share of Common Stock held by the Reporting Person was tendered in exchange for the Offer Price. The stock option was granted to the Reporting Person in 2025. 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. 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. 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.
