12/29/2025 | Press release | Distributed by Public on 12/29/2025 15:12
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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 | (2) | 12/23/2025 | M(1) | 12,727 | (4) | (4) | Common Stock | 12,727 | (2) | 25,455 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Metzinger Joseph Anthony C/O DYNAVAX TECHNOLOGIES 2100 POWELL STREET, SUITE 720 EMERYVILLE, CA 94608 |
VP, Chief Accounting Officer | |||
| Joseph A. Metzinger, 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 restricted stock units ("RSUs") previously granted to the Reporting Person, effective as of the Effective Date. |
| (2) | Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| (3) | Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units. |
| (4) | 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. |