President & COO Novack David F was granted 60,625 shares, exercised 71,408 shares at a strike of $3.37, sold $464,700 worth of shares (30,000 units at $15.49) and covered exercise/tax liability with 48,107 shares, increasing direct ownership by 573% to 63,344 units (SEC Form 4)
$DVAX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DYNAVAX TECHNOLOGIES CORP [ DVAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/23/2025 | A(1) | 60,625 | A | (2) | 70,043(3) | D | |||
| Common Stock | 12/23/2025 | M(1) | 22,620 | A | (4) | 92,663(3) | D | |||
| Common Stock | 12/23/2025 | M(1) | 18,788 | A | (4) | 111,451(3) | D | |||
| Common Stock | 12/24/2025 | M(5) | 20,000 | A | $6.805 | 131,451(3) | D | |||
| Common Stock | 12/24/2025 | M(5) | 10,000 | A | $10.47 | 141,451(3) | D | |||
| Common Stock | 12/24/2025 | S(5) | 30,000 | D | $15.49 | 111,451(3) | D | |||
| Common Stock | 12/24/2025 | F | 48,107(6) | D | $15.38 | 63,344(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | (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 | ||||
| Explanation of Responses: |
| 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. |
| Remarks: |
| David F. Novack, by /s/ Trevor Dutcher, Attorney-in-Fact | 12/29/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||