| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DYNAVAX TECHNOLOGIES CORP [ DVAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/23/2005 | (1) | J(2) | 1,486,714(2) | D | $0.00 | 0 | I | See footnote(3)(4) | |
| Common Stock | 02/23/2005 | (1) | J(5) | 35,472(5) | D | $0.00 | 0 | I | See footnote(3)(4) | |
| Common Stock | 02/23/2005 | (1) | J(3) | 15,522(3) | A | $0.00 | 15,522 | D(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. n/a |
| 2. Alta California Partners, L.P. ("ACP") distributed 1,486,714 shares to its general and limited partners based on their respective capital interests in ACP in accordance with the Partnership Agreement without receipt of additional consideration from such partners. |
| 3. Daniel Janney, Chairman of the Board of Directors, is vice president of Alta Partners ("AP"), a managing director and member of various funds affiliated with AP. He disclaims beneficial ownership of all such shares held by Alta California Partners, L.P. ("ACP") & Alta Embarcadero Partners, LLC ("AEP"), except to the extent of his proportionate pecuniary interests therein. He is not a general partner of ACP or a member of AEP. He is a limited partner of Alta California Management Partners, L.P. ("ACMP")(which is the general partner of ACP). As a result of the 2/23/05 stock distribution, Mr. Janney received 15,522 shares of Common Stock in accordance with his capital interests in ACMP without additional consideration being paid to ACMP. |
| 4. Alta Partners ("AP") provides investment advisory services to several venture capital funds including Alta California Partners, L.P. ("ACP") & Alta Embarcadero Partners, LLC ("AEP"). The general partner of ACP & members of AEP exercise sole voting & investment powers in respect to to the shares owned by such funds. The principals of AP are Jean Deleage, Garrett Gruener, Guy Nohra, Alix Marduel and Daniel Janney (collectively known as the "principals". Certain principals of AP are general partners of Alta California Management Partners, L.P. (which is the general partner of ACP) & members of AEP. As general partners & members of such entities, they may be deemed to share voting & investment powers over the shares held by such funds. The principals of AP disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein. |
| 5. Alta Embarcadero Partners, LLC ("AEP") distributed 35,472 shares to its members based on their respective capital interests in AEP in accordance with the LLC Agreement without receipt of additional consideration from such members. |
| Remarks: |
| Daniel Janney | 02/24/2004 | |
| Guy Nohra, General Partner | 02/24/2005 | |
| Garrett Gruener | 02/24/2005 | |
| Guy Nohra, Vice President | 02/24/2005 | |
| Jean Deleage | 02/24/2005 | |
| Guy Nohra | 02/24/2005 | |
| Guy Nohra, General Partner | 02/24/2004 | |
| Jean Deleage, Member | 02/24/2005 | |
| ** 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. | ||