SEC Form 4 filed by Director Holles Natalie C.
$DAWN
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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Day One Biopharmaceuticals, Inc. [ DAWN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
|
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 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 | ||||||||
| Stock Option (right to buy Common Stock) | $16 | 11/06/2025 | D(1)(2) | 40,000 | (3) | 05/25/2031 | Common Stock | 40,000 | $0 | 0 | D | ||||
| Stock Option (right to buy Common Stock) | $8.99 | 11/06/2025 | A(1)(2) | 40,000 | (3) | 05/25/2031 | Common Stock | 40,000 | $0 | 40,000 | D | ||||
| Stock Option (right to buy Common Stock) | $16 | 11/06/2025 | D(1)(2) | 40,300 | (3) | 05/25/2031 | Common Stock | 40,300 | $0 | 0 | D | ||||
| Stock Option (right to buy Common Stock) | $8.99 | 11/06/2025 | A(1)(2) | 40,300 | (3) | 05/25/2031 | Common Stock | 40,300 | $0 | 40,300 | D | ||||
| Stock Option (right to buy Common Stock) | $16.29 | 11/06/2025 | D(1)(2) | 28,700 | (3) | 06/20/2032 | Common Stock | 28,700 | $0 | 0 | D | ||||
| Stock Option (right to buy Common Stock) | $8.99 | 11/06/2025 | A(1)(2) | 28,700 | (3) | 06/20/2032 | Common Stock | 28,700 | $0 | 28,700 | D | ||||
| Stock Option (right to buy Common Stock) | $12.69 | 11/06/2025 | D(1)(2) | 37,500 | (3) | 06/21/2033 | Common Stock | 37,500 | $0 | 0 | D | ||||
| Stock Option (right to buy Common Stock) | $8.99 | 11/06/2025 | A(1)(2) | 37,500 | (3) | 06/21/2033 | Common Stock | 37,500 | $0 | 37,500 | D | ||||
| Stock Option (right to buy Common Stock) | $13.87 | 11/06/2025 | D(1)(2) | 32,335 | (3) | 05/22/2034 | Common Stock | 32,335 | $0 | 0 | D | ||||
| Stock Option (right to buy Common Stock) | $8.99 | 11/06/2025 | A(1)(2) | 32,335 | (3) | 05/22/2034 | Common Stock | 32,335 | $0 | 32,335 | D | ||||
| Explanation of Responses: |
| 1. On October 7, 2025, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced on November 6, 2025 (the "Effective Date") with a new exercise price of $8.99 (if lower than the original exercise price), the closing price on Nasdaq as of the Effective Date. In order to exercise the repriced options at the new exercise price, the Reporting Person is required to remain in service with the Issuer through the Retention Period; provided that the additional premium payment will not be required if the Reporting Person's service to the Issuer is terminated by reason of death or Disability (as defined in the Company's 2021 Equity Incentive Plan ("the Plan")). |
| 2. (Continued from Footnote 1) The "Retention Period" commenced on the Effective Date and ends upon the earliest of (i) the 12-month anniversary of the Effective Date and (ii) a Corporate Transaction (as defined in the Plan). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. |
| 3. The options are fully vested. |
| /s/ Charles N. York II, as Attorney-in-Fact | 11/07/2025 | |
| ** 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. | ||