Dynavax Technologies Corporation

02/10/2026 | Press release | Distributed by Public on 02/10/2026 15:15

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Novack David F
2. Issuer Name and Ticker or Trading Symbol
DYNAVAX TECHNOLOGIES CORP [DVAX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & COO
(Last) (First) (Middle)
C/O DYNAVAX TECHNOLOGIES, 2100 POWELL STREET, SUITE 720
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026
(Street)
EMERYVILLE, CA 94608
4. If Amendment, Date 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
(City) (State) (Zip)
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 02/10/2026 U(1)(2) 63,334 D (3) 0 D
Common Stock - Performance Stock Units 02/10/2026 A 67,860 A (4) 67,860 D
Common Stock - Performance Stock Units 02/10/2026 D(1)(2) 67,860 D (5) 0 D
Common Stock - Performance Stock Units 02/10/2026 A 56,364 A (6) 56,364 D
Common Stock - Performance Stock Units 02/10/2026 D(1)(2) 56,364 D (5) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $6.805 02/10/2026 D(1)(2) 150,000 (7) (7) Common Stock 150,000 (7) 0 D
Stock Option (Right to Buy) $9.41 02/10/2026 D(1)(2) 150,000 (7) (7) Common Stock 150,000 (7) 0 D
Stock Option (Right to Buy) $12.74 02/10/2026 D(1)(2) 150,000 (7) (7) Common Stock 150,000 (7) 0 D
Stock Option (Right to Buy) $11.12 02/10/2026 D(1)(2) 150,000 (7) (7) Common Stock 150,000 (7) 0 D
Stock Option (Right to Buy) $12.48 02/10/2026 D(1)(2) 95,000 (7) (7) Common Stock 95,000 (7) 0 D
Stock Option (Right to Buy)(8) $12.69 02/10/2026 D(1)(2) 93,000 (7) (7) Common Stock 93,000 (7) 0 D
Restricted Stock Units (9) 02/10/2026 D(1)(2) 22,620 (10) (10) Common Stock 22,620 (10) 0 D
Restricted Stock Units (11) 02/10/2026 D(1)(2) 37,576 (10) (10) Common Stock 37,576 (10) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Novack David F
C/O DYNAVAX TECHNOLOGIES
2100 POWELL STREET, SUITE 720
EMERYVILLE, CA 94608
President & COO

Signatures

David F. Novack, by /s/ Trevor Dutcher, Attorney-in-fact 02/10/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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) 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 share of Common Stock held by the Reporting Person was tendered in exchange for the Offer Price.
(4) Represents performance-based restricted stock units ("PSUs") previously granted to the Reporting Person in 2024, which 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, 2026.
(5) Pursuant to the terms of the Merger Agreement, at the Effective Time, each PSU 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 PSU award immediately prior to the Effective Time based on attainment of the performance goal at 150% of the target level, without regard to vesting, multiplied by (ii) the Offer Price, except that in the case of any PSU award that was granted in calendar year 2025, 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.
(6) Represents PSUs previously granted to the Reporting Person in 2025, which vest based on rTSR over a performance period ending on December 31, 2027.
(7) 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.
(8) The stock option was granted to the Reporting Person in 2025.
(9) The restricted stock units ("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.
(10) 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.
(11) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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