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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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). |
1. Name and Address of Reporting Person*
| 780 THIRD AVENUE |
| 37TH FLOOR |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
DYNAVAX TECHNOLOGIES CORP
[ DVAX ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
12/27/2007
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| 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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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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 |
|
Warrants
|
$5.65
|
12/27/2007 |
|
P |
|
314,200 |
|
12/27/2007 |
06/27/2013 |
Common Stock, par value $.001 |
314,200 |
$0
|
314,200 |
I |
Through Deerfield Private Design Fund, L.P.
|
|
Warrants
|
$5.65
|
12/27/2007 |
|
P |
|
519,200 |
|
12/27/2007 |
06/27/2013 |
Common Stock, par value $.001 |
519,200 |
$0
|
519,200 |
I |
Through Deerfield Private Design International, L.P.
|
|
Warrants
|
$5.65
|
12/27/2007 |
|
P |
|
61,300 |
|
12/27/2007 |
06/27/2013 |
Common Stock, par value $.001 |
61,300 |
$0
|
61,300 |
I |
Through Deerfield Special Situations Fund, L.P.
|
|
Warrants
|
$5.65
|
12/27/2007 |
|
P |
|
105,300 |
|
12/27/2007 |
06/27/2013 |
Common Stock, par value $.001 |
105,300 |
$0
|
105,300 |
I |
Through Deerfield Special Situations International Limited
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1. Name and Address of Reporting Person*
| 780 THIRD AVENUE |
| 37TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| 780 THIRD AVENUE |
| 37TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| 780 3RD AVENUE |
| 37TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| 780 THIRD AVENUE, 37TH FLOOR |
|
(Street)
|
1. Name and Address of Reporting Person*
| C/O HEMISPHERE MANAGEMENT (B.V.I.) |
| COLUMBUS CENTRE, P.O. BOX 3460 |
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
| 780 THIRD AVENUE, 37TH FLOOR |
|
(Street)
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| Explanation of Responses: |
|
|
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| Remarks: |
|
|
/s/ Darren Levine, Attorney-In-Fact |
06/30/2008 |
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** 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. |
POWER OF ATTORNEY
Know all by these presents, each of the undersigned hereby constitutes and
appoints Darren Levine, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4 and 5 (and all
amendments thereto) in accordance with Section 16(a) of the Securities Exchange
Act of 1934 (the "Exchange Act") and the rules thereunder and (ii) reports on
Schedule 13G (and all amendments thereto) in accordance with Section 13 of the
Exchange Act and the rules thereunder, in each case with respect to the
beneficial ownership of securities by the undersigned;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 4 or 5 of
Schedule 13G, complete and execute any amendment or amendments thereto, and file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 13 or Section 16 of
the Exchange Act.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, each the undersigned has caused this Power of Attorney to be
executed as of this 20th day of July, 2007.
DEERFIELD CAPITAL, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ James E. Flynn
-----------------------------------
James E. Flynn, Managing Member
DEERFIELD PARTNERS, L.P.
By: Deerfield Capital, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ James E. Flynn
-----------------------------------
James E. Flynn, Managing Member
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Capital, L.P.
By: J.E. Flynn Capital LLC,
General Partner
By: /s/ James E. Flynn
-----------------------------------
James E. Flynn, Managing Member
DEERFIELD MANAGEMENT COMPANY
By: Flynn Management LLC
General Partner
By: /s/ James E. Flynn
-----------------------------------
James E. Flynn, Managing Member
DEERFIELD INTERNATIONAL LIMITED
By: Deerfield Management Company
By: Flynn Management LLC,
General Partner
By: /s/ James E. Flynn
-----------------------------------
James E. Flynn, Managing Member
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
By: Deerfield Management Company
By: Flynn Management LLC,
General Partner
By: /s/ James E. Flynn
-----------------------------------
James E. Flynn, Managing Member
DEERFIELD PRIVATE DESIGN FUND, L.P.
By: Deerfield Management Company
By: Flynn Management LLC,
General Partner
By: /s/ James E. Flynn
-----------------------------------
James E. Flynn, Managing Member
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
By: Deerfield Management Company
By: Flynn Management LLC,
General Partner
By: /s/ James E. Flynn
-----------------------------------
James E. Flynn, Managing Member
JAMES E. FLYNN
/s/ James E. Flynn
-----------------------------------
Joint Filer Information
Names: Deerfield Capital L.P., Deerfield Private
Design Fund, L.P., Deerfield Private Design
International, L.P., Deerfield Special
Situations Fund, L.P., Deerfield Management
Company, L.P., Deerfield Special Situations
Fund International Limited
Address: Deerfield Capital, L.P., Deerfield Special
Situations Fund, L.P., Deerfield Management
Company, L.P., Deerfield Private Design
Fund, L.P., Deerfield Private Design
International, L.P.
780 Third Avenue, 37th Floor
New York, NY 10017
Deerfield Special Situations Fund
International Limited
c/o Bisys Management
Bison Court, Columbus Centre, P.O. Box 3460
Road Town, Tortola
British Virgin Islands
Designated Filer: James E. Flynn
Issuer and Ticker Symbol: Dynavax Technologies Corp. [DVAX]
Date of Earliest Transaction
to be Reported: December 27, 2007
The undersigned, Deerfield Capital, L.P., Deerfield Private Design Fund, L.P.,
Deerfield Private Design International, L.P., Deerfield Special Situations Fund,
L.P., Deerfield Management Company, L.P. and Deerfield Special Situations Fund
International Limited are jointly filing the attached Statement of Changes In
Beneficial Ownership on Form 4 with James E. Flynn with respect to the
beneficial ownership of securities of Dynavax Technologies Corporation
Signatures:
DEERFIELD CAPITAL, L.P.
By: J.E. Flynn Capital LLC, General Partner
By: /s/ Darren Levine
---------------------------------------------------
Darren Levine, Authorized Signatory
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Capital, L.P.
By: J.E. Flynn Capital LLC, General Partner
By: /s/ Darren Levine
---------------------------------------------------
Darren Levine, Authorized Signatory
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Darren Levine
---------------------------------------------------
Darren Levine, Authorized Signatory
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
By: Deerfield Management Company
By: Flynn Management LLC, General Partner
By: /s/ Darren Levine
---------------------------------------------------
Darren Levine, Authorized Signatory
DEERFIELD PRIVATE DESIGN FUND, L.P.
By: Deerfield Management Company
By: Flynn Management LLC, General Partner
By: /s/ Darren Levine
---------------------------------------------------
Darren Levine, Authorized Signatory
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
By: Deerfield Management Company
By: Flynn Management LLC,
General Partner
By: /s/ Darren Levine
---------------------------------------------------
Darren Levine, Authorized Signatory
