12/29/2025 | Press release | Distributed by Public on 12/29/2025 15:09
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (7) | 12/23/2025 | M(1) | 22,620 | (7) | (7) | Common Stock | 22,620 | (4) | 22,620 | D | ||||
| Restricted Stock Unit | (8) | 12/23/2025 | M(1) | 18,788 | (8) | (8) | Common Stock | 18,788 | (4) | 37,576 | D | ||||
| Stock Option (Right to Buy) | $6.805 | 12/24/2025 | M(5) | 20,000 | (9) | 12/15/2026 | Common Stock | 20,000 | (10) | 166,528 | D | ||||
| Stock Option (Right to Buy) | $10.47 | 12/24/2025 | M(5) | 10,000 | (9) | 02/21/2026 | Common Stock | 10,000 | (10) | 85,655 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Novack David F C/O DYNAVAX TECHNOLOGIES 2100 POWELL STREET, SUITE 720 EMERYVILLE, CA 94608 |
President & COO | |||
| David F. Novack, by /s/ Trevor Dutcher, Attorney-in-Fact | 12/29/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On December 23, 2025 (the "Effective Date"), in connection with the execution of an Agreement and Plan of Merger dated as of the Effective Date (the "Merger Agreement") by and among the Issuer, SANOFI, a French societe anonyme ("Parent"), and Samba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, the Board of Directors of the Issuer approved acceleration of vesting of certain performance-based restricted stock units ("PSUs") and restricted stock units ("RSUs") previously granted to the Reporting Person, effective as of the Effective Date. |
| (2) | Represents PSUs previously granted to the Reporting Person that vest based on how the Issuer's total stockholder return compares to the total stockholder return of an indexed group of companies ("rTSR") over a performance period ending on December 31, 2025. Each PSU represents a contingent right to receive one share of common stock. On the Effective Date, the Board of Directors of the Issuer determined that these PSUs (which represent 125% of the target number of PSUs) were earned according to achievement of the rTSR performance condition over a shortened performance period, with the Issuer's total stockholder return determined based on the amount payable for a share of the Issuer's common stock pursuant to the Merger Agreement ($15.50), and approved such acceleration of vesting of the earned PSUs. |
| (3) | Includes 1,340 shares purchased through the Issuer's Employee Stock Purchase Plan on August 15, 2025. |
| (4) | Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| (5) | The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted on December 6, 2024. |
| (6) | Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of PSUs and RSUs. |
| (7) | The RSUs were granted on February 15, 2024, and were originally scheduled to vest over three years, with 1/3 vesting on each anniversary of February 15, 2024. |
| (8) | The RSUs were granted on February 13, 2025, and were originally scheduled to vest over three years, with 1/3 vesting on each anniversary of February 13, 2025. |
| (9) | Fully vested. |
| (10) | Not applicable. |