Day One Biopharmaceuticals Inc.

08/19/2025 | Press release | Distributed by Public on 08/19/2025 17:37

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
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bender Jeremy
2. Issuer Name and Ticker or Trading Symbol
Day One Biopharmaceuticals, Inc. [DAWN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
1800 SIERRA POINT PARKWAY, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025
(Street)
BRISBANE, CA 94005
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 08/15/2025 M 3,562 A (1) 149,299 D
Common Stock 08/15/2025 M 4,750 A (1) 154,049 D
Common Stock 08/15/2025 M 11,687 A (1) 165,736 D
Common Stock 08/15/2025 M 11,687 A (1) 177,423 D
Common Stock 08/18/2025 S(2) 16,058 D $6.7671(3) 161,365 D
Common Stock 14,450 I See footnote(4)
Common Stock 20,204 I See footnote(5)
Common Stock 147,702 I See footnote(6)
Common Stock 18,197 I See footnote(7)
Common Stock 1,408,285 I See footnote(8)
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)
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
Restricted Stock Unit (RSU) (1) 08/15/2025 M 3,562 (9) (10) Common Stock 3,562 $ 0 3,570 D
Restricted Stock Unit (RSU) (1) 08/15/2025 M 4,750 (9) (10) Common Stock 4,750 $ 0 23,750 D
Restricted Stock Unit (RSU) (1) 08/15/2025 M 11,687 (9) (10) Common Stock 11,687 $ 0 105,191 D
Restricted Stock Unit (RSU) (1) 08/15/2025 M 11,687 (9) (10) Common Stock 11,687 $ 0 151,939 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bender Jeremy
1800 SIERRA POINT PARKWAY, SUITE 200
BRISBANE, CA 94005
X CHIEF EXECUTIVE OFFICER

Signatures

/s/ Charles N. York II, as Attorney-in-Fact 08/19/2025
**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) Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.
(2) The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.
(3) 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.
(4) Represents shares held by The Jeremy Bender 2022 Grantor Retained Annuity Trust under Irrevocable Trust Agreement dated March 29, 2022 of which the Reporting Person is trustee.
(5) Represents shares held by The Jeremy Bender 2023 Grantor Retained Annuity Trust dated June 27, 2023.
(6) Represents shares held by The Melissa Bender 2022 Grantor Retained Annuity Trust under Irrevocable Trust Agreement dated March 29, 2022 of which the Reporting Person's spouse is trustee.
(7) Represents shares held by The Melissa Bender 2023 Grantor Retained Annuity Trust, dated June 27, 2023.
(8) Represents shares held by the Bender Revocable Trust dated January 18, 2017, as amended, Jeremy Bender and Melissa C. Bender, Trustees.
(9) The RSUs will 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.
(10) RSUs do not expire; they either vest or are canceled prior to the vesting date.
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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