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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Dynavax Technologies Corporation (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
268158201 (CUSIP Number) |
David Kroin Deep Track Capital, LP 200 Greenwich Ave, 3rd Floor Greenwich, CT, 06830 (203) 409-0810 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/18/2025 (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.
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 (“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).
SCHEDULE 13D
|
| CUSIP No. | 268158201 |
| 1 |
Name of reporting person
Deep Track Biotechnology Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,791,486.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 268158201 |
| 1 |
Name of reporting person
Deep Track Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of org
anization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,791,486.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 268158201 |
| 1 |
Name of reporting person
David Kroin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,791,486.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Dynavax Technologies Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
2100 Powell Street, Suite 720, Emeryville,
CALIFORNIA
, 94608. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the Schedule 13D filed by the Reporting Persons on September 16, 2024, as amended by Amendment No. 1 thereto filed by the Reporting Persons on October 24, 2024 (as so amended, the "Schedule 13D") relating to the common stock, par value $0.001 per share (the "Common Stock"), of Dynavax Technologies Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used in this Amendment No. 2 but not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented with the following information:On February 18, 2025, Deep Track, in compliance with the Amended and Restated Bylaws of the Issuer (the "Bylaws"), submitted to the Issuer its formal notice of intent (the "Notice") to present a stockholder proposal and nominate candidates for election to the board of directors of the Issuer (the "Board"), in each case, at the 2025 annual meeting of stockholders of the Issuer (including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof, the "2025 Annual Meeting").The Notice stated that at the 2025 Annual Meeting, DTBMF, in its capacity as the Record Stockholder (as defined in the Bylaws), intends to nominate Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel (each a "Nominee" and collectively, the "Nominees") for election as directors of the Issuer.In the Notice, the Record Stockholder reserved the right to further nominate, substitute or add additional persons, including in the event that (a) the Issuer purports to increase the number of directorships, (b) the Issuer makes or announces any changes to the Bylaws or takes or announces any other action that purports to have, or if consummated would purport to have, the effect of disqualifying either Nominee or any additional nominee nominated pursuant to the foregoing, and/or (c) any Nominee is unable or hereafter becomes unwilling for any reason to serve as a director of the Issuer.DTBMF also submitted to the Issuer a stockholder proposal for consideration at the 2025 Annual Meeting that proposes the repeal of each provision, or amendment to, the Bylaws adopted by the Board without the approval of the stockholders of the Issuer subsequent to November 6, 2018 (the date of the most recent publicly disclosed Bylaws) and up to and including the end of the 2025 Annual Meeting (the "Bylaw Proposal").The Reporting Persons and the other participants named in the Notice intend to file a preliminary proxy statement with the SEC in connection with the solicitation of proxies in favor of the election of the Nominees and approval of the Bylaw Proposal at the 2025 Annual Meeting.Deep Track has entered into an engagement and indemnification agreement (the "Engagement and Indemnification Agreement") with each of Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel, substantially in the form attached as Exhibit 99.2 hereto, pursuant to which each agreed to be named as a Nominee in Deep Track's proxy soliciting materials related to the 2025 Annual Meeting and to serve as a director if elected. Deep Track has agreed to indemnify each such Nominee against any losses suffered, incurred or sustained by them in connection with being a member of the slate or the solicitation of proxies in connection therewith, and to reimburse them for reasonable, documented, out-of-pocket expenses incurred as a result of their being a member of slate, including reimbursement for reasonable, documented, out-of-pocket travel expenses and expenses in connection with legal counsel retained to represent them in connection with being a member of the slate. Furthermore, each such Nominee is entitled to receive $10,000 from Deep Track within five (5) business days following the mutual execution of the Engagement and Indemnification Agreement and another $20,000 payable upon the earlier to occur of (i) such Nominee's election to the Board by the Issuer's stockholders or appointment to the Board pursuant to an agreement between the Issuer and Deep Track, (ii) such Nominee not being elected as a director of the Issuer following the conclusion of a proxy solicitation in which such Nominee was nominated (and did not withdraw) their nomination for election to the Board, or (iii) Deep Track's decision to withdraw such Nominee's nomination. The foregoing is qualified in its entirety by reference to Exhibit 99.2, which is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1Joint Filing Agreement, dated September 16, 2024, among the Reporting Persons.*Exhibit 99.2Form of Engagement and Indemnification Agreement entered into by and between Deep Track Capital, LP and certain Nominees.* Previously Filed | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifi
es that the information set forth in this statement is true, complete and correct. |