DYNAVAX TECHNOLOGIES CORP — Director's Dealing 2020

Mar 12, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYNAVAX TECHNOLOGIES CORP (DVAX)
CIK: 0001029142
Period of Report: 2020-03-11

Reporting Person: Hack Andrew A. F. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-11	Right to Exchange	$	A	1	Acquired	2022-02-12	Preferred Warrants(Right to Buy) (2916.25)	Indirect

Footnotes

F1: On March 11, 2020, each of Bain Capital Life Sciences Fund, L.P. ("BCLS") and BCIP Life Sciences Associates, LP ("BCIPLS" and, together with BCLS, the "Bain Life Sciences Entities") entered into a letter agreement with the Issuer that provides the Bain Life Sciences Entities with the right, on one occasion, to exchange all or any portion of the warrants to purchase an aggregate of 2,916,250 shares of the Issuer's common stock (each, a "Warrant") owned by the Bain Life Sciences Entities for one or more warrants (each, a "Preferred Warrant") to purchase shares of the Issuer's non-voting Series C Convertible Preferred Stock (the "Series C Preferred Stock"). Each share of Series C Preferred Stock will be convertible, at the option of the holder, into 1,000 shares of the Issuer's common stock.

F2: (Continued from footnote 1) Each Preferred Warrant issued in exchange for a Warrant will have an exercise price of $4,500 per share of Series C Preferred Stock and will be exercisable for a number of shares of Series C Preferred Stock equal to (x) the number of shares of Common Stock for which the Warrant then remains exercisable, divided by (y) 1,000. The Warrants, the Series C Preferred Stock and the Series B Convertible Preferred Stock held by the Bain Life Sciences Entities each include provisions prohibiting exercise or conversion into the Issuer's common stock to the extent such exercise or conversion would result in beneficial ownership of the Issuer's common stock in excess of 9.99%.

F3: Bain Capital Life Sciences Investors, LLC ("BCLSI") is the ultimate general partner of BCLS, and governs the investment strategy and decision-making process with respect to investments held by BCIPLS. Dr. Hack is a Managing Director of BCLSI. By virtue of the relationships described in this footnote, Dr. Hack may be deemed to share voting and dispositive power with respect to the securities held by the Bain Life Sciences Entities. Dr. Hack disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.