SEC Filing | Dynavax Technologies Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hack Andrew A. F.

(Last)

(First)

(Middle)

C/O BAIN CAPITAL LIFE SCIENCES INVESTORS

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2019

3. Issuer Name and Ticker or Trading Symbol
DYNAVAX TECHNOLOGIES CORP [ DVAX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,525,000	I	See Footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	08/12/2019	⁽¹⁾	Common Stock	4,140,000⁽¹⁾	0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Warrants (Right to Buy)	08/12/2019	02/12/2022	Common Stock	2,916,250⁽²⁾	4.5	I	See Footnotes⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Each share of Series B Convertible Preferred Stock is convertible, at the option of the holder, into 1,000 shares of the Issuer's common stock and has no expiration date. The Series B Convertible Preferred Stock is not convertible if, as a result of such conversion, the holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of the Issuer's common stock then issued and outstanding immediately after giving effect to the conversion.

2. The warrants cannot be exercised if, as a result of such exercise, the holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of the Issuer's common stock then issued and outstanding immediately after giving effect to the exercise.

3. Bain Capital Life Sciences Fund, L.P. ("BC LS") holds 6,826,266 shares of the Issuer's common stock, 3,756 shares of the Issuer's Series B Convertible Preferred Stock and warrants to purchase 2,645,566 shares of the Issuer's common stock. BCIP Life Sciences Associates, LP ("BCIP LS" and, together with BC LS, the "Bain Life Sciences Entities") holds 698,734 shares of the Issuer's common stock, 384 shares of the Issuer's Series B Convertible Preferred Stock and warrants to purchase 270,684 shares of the Issuer's common stock.

4. Bain Capital Life Sciences Investors, LLC ("BCI LS") (i) is the general partner of Bain Capital Life Sciences Partners, LP, which is the general partner of BC LS, and (ii) governs the investment strategy and decision-making process with respect to investments held by BCIP LS. Dr. Hack is a Managing Director of BCI LS. By virtue of the relationships described in this footnote, Dr. Hack may be deemed to share voting and dispositive power with respect to the securities held by the Bain Life Sciences Entities. Dr. Hack disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Andrew A.F. Hack	08/22/2019
	** 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 5 (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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