Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Dynavax Technologies Corporation
(Name of Issuer)
Common Stock, $0.001
par value per share
(Title of Class of Securities)
268158201
(CUSIP Number)
Bain Capital Life Sciences Investors, LLC
200 Clarendon Street
Boston, MA 02116
617-516-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 10, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | Names of reporting persons
Bain Capital Life Sciences Fund, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
WC | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with:
|
7 | Sole voting power
0 shares of Common Stock | ||||
| 8 | Shared voting power
11,771,708 shares of Common Stock (1) | |||||
| 9 | Sole dispositive power
0 shares of Common Stock | |||||
| 10 | Shared dispositive power
11,771,708 shares of Common Stock (1) | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
11,771,708 shares of Common Stock (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
9.99% (1) | |||||
| 14 | Type of reporting person
PN | |||||
| 1. | Bain Capital Life Sciences Fund, L.P. holds 7,733,411 shares of Common Stock and 3,756 shares of Series B Preferred Stock (as defined herein). BCIP Life Sciences Associates, LP holds 791,589 shares of Common Stock and 384 shares of Series B Preferred Stock. As a result of the Beneficial Ownership Blocker (as defined herein), beneficial ownership of the Reporting Persons (as defined herein) is capped at 9.99% of the outstanding Common Stock of the Issuer, representing 11,771,708 shares of Common Stock calculated as described herein as of the date hereof. See Item 5 of this Schedule 13D. |
The calculation of the beneficial ownership of the Reporting Persons is based on (i) 114,588,212 shares of Common Stock issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Securities and Exchange Commission on May 6, 2021 and (ii) 3,246,708 shares of Common Stock to be issued upon the conversion of shares of Series B Preferred Stock held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.
| 1 | Names of reporting persons
BCIP Life Sciences Associates, LP | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
WC | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7 | Sole voting power
0 shares of Common Stock | ||||
| 8 | Shared voting power
(1) | |||||
| 9 | Sole dispositive power
0 shares of Common Stock | |||||
| 10 | Shared dispositive power
(1) | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
(1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
(1) | |||||
| 14 | Type of reporting person
PN | |||||
| 1. | Bain Capital Life Sciences Fund, L.P. holds 7,733,411 shares of Common Stock and 3,756 shares of Series B Preferred Stock. BCIP Life Sciences Associates, LP holds 791,589 shares of Common Stock and 384 shares of Series B Preferred Stock. As a result of the Beneficial Ownership Blocker, beneficial ownership of the Reporting Persons is capped at 9.99% of the outstanding Common Stock of the Issuer, representing 11,771,708 shares of Common Stock calculated as described herein as of the date hereof. See Item 5 of this Schedule 13D. |
The calculation of the beneficial ownership of the Reporting Persons is based on (i) 114,588,212 shares of Common Stock issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Securities and Exchange Commission on May 6, 2021 and (ii) 3,246,708 shares of Common Stock to be issued upon the conversion of shares of Series B Preferred Stock held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.
This Amendment No. 3 relates to the Common Stock of Dynavax Technologies Corporation and amends the initial statement on Schedule 13D filed by the Reporting Persons on August 22, 2019, as amended by Amendment No. 1 filed on March 12, 2020 and Amendment No. 2 filed on May 28, 2020 (the “Initial Statement” and, as further amended by this Amendment No. 3, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.
This Amendment No. 3 is being filed by the Reporting Persons as a result of the sale of Warrants held by the Reporting Persons, as further described in Item 5(c) of this Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Initial Statement is hereby amended and restated as follows:
The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
| (a), (b) | As of the date hereof, (i) BC LS holds 7,733,411 shares of Common Stock and 3,756 shares of Series B Preferred Stock and (ii) BCIP LS holds 791,589 shares of Common Stock and 384 shares of Series B Preferred Stock. |
As a result of the Beneficial Ownership Blocker, the Reporting Persons are precluded from converting shares of Series B Preferred Stock to the extent that the Reporting Persons would, after such conversion, collectively beneficially own in excess of 9.99% of the outstanding Common Stock of the Issuer. Accordingly, pursuant to Rule 13d-3 of the Act and the relationships described in Item 2 of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own 9.99% of the outstanding Common Stock of the Issuer, representing 11,771,708 shares of Common Stock as of the date hereof.
The calculation of the beneficial ownership of the Reporting Persons is based on (i) 114,588,212 shares of Common Stock issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Securities and Exchange Commission on May 6, 2021 and (ii) 3,246,708 shares of Common Stock to be issued upon the conversion of shares of Series B Preferred Stock held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.
| (c) | On June 10, 2021, the Reporting Persons sold Warrants to purchase an aggregate of 2,916,250 shares of Common Stock for aggregate consideration of $11,839,914, representing all of the Warrants held by the Reporting Persons. In the transaction, BC LS sold Warrants to purchase 2,645,566 shares of Common Stock and BCIP LS sold Warrants to purchase 270,684 shares of Common Stock. |
| (d) | Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5. |
| (e) | Not applicable. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: June 11, 2021 |
Bain Capital Life Sciences Fund, L.P. | |||||
| By: |
Bain Capital Life Sciences Partners, LP, | |||||
| its general partner | ||||||
| By: |
Bain Capital Life Sciences Investors, LLC, | |||||
| its general partner | ||||||
| By: |
/s/ Andrew Hack | |||||
| Name: Andrew Hack | ||||||
| Title: Managing Director | ||||||
| BCIP Life Sciences Associates, LP | ||||||
| By: |
Boylston Coinvestors, LLC, | |||||
| its general partner | ||||||
| By: |
/s/ Andrew Hack | |||||
| Name: Andrew Hack | ||||||
| Title: Authorized Signatory | ||||||