Sec Form 13D Filing - Deep Track Capital LP filing for DYNAVAX TECHNOLOGIES CORP COM (DVAX) - 2024-10-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)*

(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

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

with a copy to

Richard M. Brand

Daniel P. Raglan

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

(212) 504-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 22, 2024

(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).

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed by the Reporting Persons with the SEC on September 16, 2024 (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. 1 but not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“All of the shares of Common Stock reported herein were purchased by the Reporting Persons for an aggregate investment cost of $201,921,679.34 (including commissions and other fees). The source of funds used by the Reporting Persons to purchase such shares of Common Stock was derived from the capital of DTBMF.

Unless noted above, no part of the purchase price for such Common Stock was borrowed by any Reporting Person for the purpose of acquiring, holding, trading or voting any securities discussed in this Item 3.”

Items 5(a) and (b) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

“(a), (b) The Reporting Persons each beneficially owns an aggregate of 17,791,486 shares of Common Stock (the “Subject Shares”). The Subject Shares represent approximately 13.6% of the outstanding shares of Common Stock, based on 131,044,383 shares of Common Stock outstanding as of August 1, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2024.

Each of the Reporting Persons may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares.”

Item 5(c) of the Schedule 13D is hereby amended and supplemented to add the following information:

“All transactions in the Common Stock effected by the Reporting Persons since September 16, 2024 are set forth on Exhibit 99.3 hereto and that information is incorporated by reference herein.”

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.