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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Symphony Capital Partners LP

(Last) (First) (Middle)
875 THIRD AVENUE
3RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/30/2009
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 X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 2 and Remarks
5. 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 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, par value $0.001 per share 8,340,800 D(1)(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (right to buy) 12/30/2009 12/30/2014 Common Stock 1,283,200 1.94 D(2)(3)
1. Name and Address of Reporting Person*
Symphony Capital Partners LP

(Last) (First) (Middle)
875 THIRD AVENUE
3RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SYMPHONY CAPITAL GP, L.P.

(Last) (First) (Middle)
875 THIRD AVENUE
3RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SYMPHONY GP, LLC

(Last) (First) (Middle)
875 THIRD AVENUE
3RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TARANTO HARRI V

(Last) (First) (Middle)
C/O SYMPHONY CAPITAL PATNERS, L.P.
875 THIRD AVENUE, 3RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SYMPHONY STRATEGIC PARTNERS LLC

(Last) (First) (Middle)
875 THIRD AVENUE
3RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Includes 7,910,764 shares of common stock directly owned by Symphony Capital Partners, L.P. ("SCP L.P.") and 430,036 shares of common stock directly owned by Symphony Strategic Partners, LLC ("Strategic Partners LLC").
2. Symphony GP, LLC ("SGP LLC") is the general partner of Symphony Capital GP, L.P. ("SC GP L.P."), which is the general partner of SCP L.P. Mark Kessel and Harri V. Taranto are managing members of SGP LLC and Strategic Partners LLC. Mr. Kessel is also a member of Dynavax Technologies Corporation's (the "Issuer") board of directors. As such, each of the reporting persons may be deemed to be a director of the Issuer by deputization.
3. Includes one warrant directly owned by SCP L.P. representing the right to purchase 1,217,040 shares of common stock and one warrant directly owned by Strategic Partners LLC representing the right to purchase 66,160 shares of common stock.
Remarks:
The reporting persons may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended. The reporting persons disclaim beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting persons. This report shall not be deemed an admission that any reporting person is a member of a group or the beneficial owner of any securities not directly owned by the reporting persons.
/s/ Symphony Capital Partners, L.P., by Symphony Capital GP, L.P., its general partner, by Symphony GP, LLC, its general partner, by Mark Kessel, a managing member 01/11/2010
/s/ Symphony Capital GP, L.P., by Symphony GP, LLC, its general partner, by Mark Kessel, a managing member 01/11/2010
/s/ Symphony GP, LLC, by Mark Kessel, a managing member 01/11/2010
/s/ Symphony Strategic Partners, LLC, by Mark Kessel, a managing member 01/11/2010
/s/ Harri V. Taranto 01/11/2010
** 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).
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.