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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 Number: 3235-0287
Estimated average burden
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X
 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*
Flynn James E
(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DYNAVAX TECHNOLOGIES CORP [ DVAX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock(1) 10/22/2008 S 578,280 D $0.2569 938,121 I Through Deerfield Partners, L.P.(2)
Common Stock(1) 10/22/2008 S 55,463 D $0.2494 882,658 I Through Deerfield Partners, L.P.(2)
Common Stock(1) 10/22/2008 S 36,600 D $0.25 846,058 I Through Deerfield Partners, L.P.(2)
Common Stock(1) 10/22/2008 S 54,900 D $0.2795 791,158 I Through Deerfield Partners, L.P.(2)
Common Stock(1) 10/22/2008 S 23,740 D $0.2271 767,418 I Through Deerfield Partners, L.P.(2)
Common Stock(1) 10/22/2008 S 183,000 D $0.2393 584,418 I Through Deerfield Partners, L.P.(2)
Common Stock(1) 10/22/2008 S 129,981 D $0.2262 454,437 I Through Deerfield Partners, L.P.(2)
Common Stock(1) 10/22/2008 S 329,437 D $0.2415 125,000 I Through Deerfield Partners, L.P.(2)
Common Stock(1) 10/22/2008 S 125,000 D $0.245 0 I Through Deerfield Partners, L.P.(2)
Common Stock(1) 10/22/2008 S 1,001,720 D $0.2569 1,033,417 I Through Deerfield International, Limited(3)
Common Stock(1) 10/22/2008 S 96,075 D $0.2494 937,342 I Through Deerfield International, Limited(3)
Common Stock(1) 10/22/2008 S 63,400 D $0.25 873,942 I Through Deerfield International, Limited(3)
Common Stock(1) 10/22/2008 S 95,100 D $0.2795 778,842 I Through Deerfield International, Limited(3)
Common Stock(1) 10/22/2008 S 41,123 D $0.2271 737,719 I Through Deerfield International, Limited(3)
Common Stock(1) 10/22/2008 S 317,000 D $0.2393 420,719 I Through Deerfield International, Limited(3)
Common Stock(1) 10/22/2008 S 225,156 D $0.2262 195,563 I Through Deerfield International, Limited(3)
Common Stock(1) 10/22/2008 S 195,563 D $0.2415 0 I Through Deerfield International, Limited(3)
Common Stock(1) 10/22/2008 S 266,824 D $0.2659 166,765 I Through Deerfield Special Situations Fund, L.P.(2)
Common Stock(1) 10/22/2008 S 28,395 D $0.2227 138,370 I Through Deerfield Special Situations Fund, L.P.(2)
Common Stock(1) 10/22/2008 S 138,370 D $0.24 0 I Through Deerfield Special Situations Fund, L.P.(2)
Common Stock(1) 10/22/2008 S 533,176 D $0.2659 333,235 I Through Deerfield Special Situations Fund International Limited(3)
Common Stock(1) 10/22/2008 S 56,742 D $0.2227 276,493 I Through Deerfield Special Situations Fund International Limited(3)
Common Stock(1) 10/22/2008 S 276,493 D $0.24 0 I Through Deerfield Special Situations Fund International Limited(3)
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
1. Name and Address of Reporting Person*
Flynn James E
(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD CAPITAL LP
(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Special Situations Fund, L.P.
(Last) (First) (Middle)
780 3RD AVENUE
37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD MANAGEMENT CO /NY
(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Special Situations Fund International LTD
(Last) (First) (Middle)
C/O HEMISPHERE MANAGEMENT (B.V.I.)
COLUMBUS CENTRE, P.O. BOX 3460
(Street)
ROAD TOWN, TORTOLA D8 -
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD PRIVATE DESIGAN FUND L P
(Last) (First) (Middle)
780 3RD AVE 37TH FL
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Private Design International, L.P.
(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is being filed by James E. Flynn and by the entities listed on the Joint Filer Information Statement attached hereto (the "Reporting Persons").
2. Deerfield Capital, L.P. is the general partner of Deerfield Partners, L.P., and Deerfield Special Situations Fund, L.P. (the "Domestic Funds"). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Domestic Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
3. Deerfield Management Company, L.P. is the investment manager of Deerfield International Limited, L.P. and Deerfield Special Situations Fund International Limited (the "Offshore Funds"). James E. Flynn is the managing member of the general partner of Deerfield Management Company, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Offshore Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks:
Darren Levine, Attorney-in-Fact: Power of Attorney which is hereby incorporated by reference to Exhibit 24 of the Form 4 filed by the Reporting Persons on June 30, 2008 which respect to Dynavax Technologies Corp. This Form 4 includes all transactions effected by the Reporting Persons in shares of the Issuer on October 22, 2008, regardless of at which point during said date the Reporting Persons cease being members of a 13(d) group beneficially owning greater than 10% of the outstanding shares of the Issuer.
/s/ Darren Levine, Attorney-In-Fact 10/24/2008
** 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.
                             Joint Filer Information

Names:                  Deerfield Capital L.P., Deerfield Partners, L.P.,
                        Deerfield International Ltd., Deerfield Special
                        Situations Fund, L.P., Deerfield Management Company,
                        L.P., Deerfield Special Situations Fund International
                        Limited

Address:                Deerfield Capital, L.P., Deerfield Partners, L.P.,
                        Deerfield Special Situations Fund, L.P., Deerfield
                        Management Company, L.P.
                        780 Third Avenue, 37th Floor
                        New York, NY  10017

                        Deerfield International Ltd., 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    October 22, 2008
to be Reported:

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 PARTNERS, L.P.

By:  Deerfield Capital, L.P.

By:  J.E. Flynn Capital, LLC, General Partner

By:  /s/ Darren Levine
     -----------------------------------
     Darren Levine, Authorized Signatory


DEERFIELD INTERNATIONAL LIMITED

By:  Deerfield Management Company

By:  Flynn Management LLC, General Partner

By:  /s/ Darren Levine
     -----------------------------------
     Darren Levine, Authorized Signatory