SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Garland J. Scott

(Last)

(First)

(Middle)

1800 SIERRA POINT PARKWAY, SUITE 200

(Street)

BRISBANE

94005

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2025

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy Common Stock)	$7.01	06/02/2025		A		22,500		⁽¹⁾	06/01/2035	Common Stock	22,500	$0	22,500	D
Deferred Restricted Stock Unit (RSU)	$0⁽²⁾	06/02/2025		A		15,000		⁽³⁾	⁽⁴⁾	Common Stock	15,000	$0	15,000	D

Explanation of Responses:

1. The option vests as to 1/12th of the total grant on each monthly anniversary, beginning on July 2, 2025, subject to the Reporting Person's provision of service to the Issuer on each option vesting date.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.

3. The RSUs will vest as to 100% of the award on the earlier of (i) June 2, 2026 and (ii) the date of the Issuer's 2026 annual meeting of stockholders (in each case, the "RSU Vesting Date"), subject to the Reporting Person's provision of services to the Issuer on each vesting date. On the RSU Vesting Date, pursuant to the Reporting Person's election, the RSUs will automatically convert into an equal number of deferred stock units, which will be settled for an equal number of shares of the Issuer's Common Stock on the earlier of the calendar year 2030 or the Reporting Person's separation with the Issuer. Notwithstanding the aforementioned deferral period, from and after the RSU Vesting Date, the deferred stock units may settle earlier upon the Reporting Person's death, disability, or separation from service with the Issuer, or upon the occurrence of an "unforeseeable emergency," as that term is defined under the Issuer's deferred compensation plan.

4. RSUs do not expire; they either vest or are canceled prior to the RSU Vesting Date.

	/s/ Charles N. York II, as Attorney-in-Fact	06/04/2025
	** 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).
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