DYNAVAX TECHNOLOGIES CORP — Major Shareholding Notification 2011

Feb 14, 2011

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Dynavax Technologies Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
268158102
(CUSIP Number)
December 31, 2010
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

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 control number.

1

CUSIP No. 268158102 13G/A Page 2 of 11 Pages

| 1. | NAMES OF
REPORTING PERSONS | |
| --- | --- | --- |
| | Great Point Partners, LLC | |
| | I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY): | |
| | 37-1475292 | |
| 2. | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) | o |
| | (b) | o |
| 3. | SEC USE
ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | USA | |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 9,294,000 1 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 9,294,000 1 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 9,294,000 1 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 7.83% 1, 2 | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | OO | |

| 1 | Consists of 1,954,065
shares owned by Biomedical Value Fund, LP (“BVF”), 1,906,404 shares owned by
Biomedical Offshore Value Fund, Ltd. (“BOVF”), 905,542 shares owned by
Biomedical Institutional Value Fund, LP (“BIVF”), 467,341 shares owned by
Lyrical Multi-Manager Fund, LP (“Lyrical”), 778,903 shares owned by Class D
Series of GEF-PS, LP (“GEF-PS”), 25,963 shares owned by David J. Morrison
(“Morrison”), 155,782 shares owned by WS Investments III, LLC (“WS”), 807,308
shares underlying warrants held by BVF, 1,154,672 shares underlying warrants
held by BOVF, 423,334 shares underlying warrants held by BIVF, 233,897 shares
underlying warrants held by Lyrical, 389,829 shares underlying warrants held by
GEF-PS, 12,994 shares underlying warrants held by Morrison and 77,966 shares
underlying warrants held by WS. |
| --- | --- |
| 2 | Based on a total of
115,575,069 shares outstanding, as reported in the Issuer’s Form 10-Q filed on
November 5, 2010. |

CUSIP No. 268158102 13G/A Page 3 of 11 Pages

| 1. | NAMES OF
REPORTING PERSONS | |
| --- | --- | --- |
| | Dr. Jeffrey R. Jay, M.D. | |
| | I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY): | |
| 2. | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) | o |
| | (b) | o |
| 3. | SEC USE
ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | USA | |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING

PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 9,294,000 1 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 9,294,000 1 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 9,294,000 1 | |
| 10. | CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 7.83% 1, 2 | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | IN | |

CUSIP No. 268158102 13G/A Page 4 of 11 Pages

| 1. | NAMES OF
REPORTING PERSONS | |
| --- | --- | --- |
| | Mr. David Kroin | |
| | I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY): | |
| 2. | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) | o |
| | (b) | o |
| 3. | SEC USE
ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | USA | |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING

PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 9,294,000 1 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 9,294,000 1 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 9,294,000 1 | |
| 10. | CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 7.83% 1, 2 | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | IN | |

CUSIP No. 268158102 13G/A Page 5 of 11 Pages

| Item 1. | (a) | Name of
Issuer |
| --- | --- | --- |
| | | Dynavax Technologies Corporation |
| | (b) | Address of Issuer’s Principal Executive Offices |
| | | 2929 Seventh Street, Suite 100, Berkley, CA 94710 |
| Item 2. | | |
| | (a) | Name of
Person Filing |
| | | Great Point
Partners, LLC Dr. Jeffrey R. Jay, M.D. Mr. David Kroin |
| | The
Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2011,
a copy of which is filed with this Schedule 13G/A as Exhibit A, pursuant to which
the Reporting Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k)(1) under the Act. | |
| | (b) | Address of
Principal Business Office, or if none, Residence |
| | | The address
of the principal business office of each of the Reporting Persons is |
| | | 165 Mason
Street, 3rd Floor Greenwich, CT 06830 |
| | (c) | Citizenship |
| | Great Point
Partners, LLC is a limited liability company organized under the laws of the
State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United
States. Mr. David Kroin is a citizen of the United States. | |
| | (d) | Title of
Class of Securities |
| | | Common Stock |
| | (e) | CUSIP Number |
| | | 268158102 |
| Item 3. | If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a: | |
| | | Not
Applicable. |

| (a) | o | Broker or
dealer registered under Section 15 of the Act (15 U.S.C. 78o) |
| --- | --- | --- |
| (b) | o | Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | o | Insurance
company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c). |
| (d) | o | Investment
Company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8). |
| (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |

CUSIP No. 268158102 13G/A Page 6 of 11 Pages

| | (f) | o | An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| --- | --- | --- | --- |
| | (g) | o | A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| | (h) | o | A savings
associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813). |
| | (i) | o | A church
plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| | (j) | o | Group, in
accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership | | |
| | Biomedical Value Fund, L.P.
(“BVF”) is the record owner of 1,954,065 shares of Common Stock (the “BVF
Shares”). Great Point Partners, LLC (“Great Point”) is the investment
manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of
the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing
member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing
member of Great Point, has voting and investment power with respect to the BVF Shares, and
therefore may be deemed to be the beneficial owner of the BVF Shares. In addition, BVF is
the record owner of a warrant to purchase 807,308 shares. | | |
| | Biomedical Offshore Value Fund, Ltd.
(“BOVF”) is the record owner of 1,906,404 shares of Common Stock (the “BOVF
Shares”). Great Point is the investment manager of BOVF, and by virtue of such status
may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior
managing member of Great Point, and Mr. Kroin, as special managing member of Great Point,
has voting and investment power with respect to the BOVF Shares, and therefore may be
deemed to be the beneficial owner of the BOVF Shares. In addition, BOVF is the record
owner of a warrant to purchase 1,154,672 shares. | | |
| | Biomedical Institutional Value Fund,
L.P. (“BIVF”) is the record owner of 905,542 shares of Common Stock (the
“BIVF Shares”). Great Point is the investment manager of BIVF, and by virtue of
such status may be deemed to be the beneficial owner of the BIVF Shares. Each of Dr. Jay,
as senior managing member of Great Point, and Mr. Kroin, as special managing member of
Great Point, has voting and investment power with respect to the BIVF Shares, and
therefore may be deemed to be the beneficial owner of the BIVF Shares. In addition, BIVF
is the record owner of a warrant to purchase 423,334 shares. | | |
| | Lyrical Multi-Manager Fund, LP
(“Lyrical”) is the record owner of 467,341 shares of Common Stock (the
“Lyrical Shares”). Great Point is the investment manager of Lyrical, and by
virtue of such status may be deemed to be the beneficial owner of the Lyrical Shares. Each
of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing
member of Great Point, has voting and investment power with respect to the Lyrical Shares,
and therefore may be deemed to be the beneficial owner of the Lyrical Shares. In addition,
Lyrical is the record owner of a warrant to purchase 233,897 shares. | | |
| | Class D Series of GEF-PS, LP
(“GEF-PS”) is the record owner of 778,903 shares of Common Stock (the
“GEF-PS Shares”). Great Point is the investment manager of GEF-PS, and by virtue
of such status may be deemed to be the beneficial owner of the GEF-PS Shares. Each of Dr.
Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member
of Great Point, has voting and investment power with respect to the GEF-PS Shares, and
therefore may be deemed to be the beneficial owner of the GEF-PS Shares. In addition,
GEF-PS is the record owner of a warrant to purchase 389,829 shares. | | |

CUSIP No. 268158102 13G/A Page 7 of 11 Pages

| David J. Morrison
(“Morrison”) is the record owner of 25,963 shares of Common Stock (the
“Morrison Shares”). Great Point is the investment manager with respect to the
Morrison Shares, and by virtue of such status may be deemed to be the beneficial owner of
the Morrison Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr.
Kroin, as special managing member of Great Point, has voting and investment power with
respect to the Morrison Shares, and therefore may be deemed to be the beneficial owner of
the Morrison Shares. In addition, Morrison is the record owner of a warrant to purchase
12,994 shares. |
| --- |
| WS Investments III, LLC
(“WS”) is the record owner of 155,782 shares of Common Stock (the “WS
Shares”). Great Point is the investment manager with respect to the WS Shares, and by
virtue of such status may be deemed to be the beneficial owner of the WS Shares. Each of
Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing
member of Great Point, has voting and investment power with respect to the WS Shares, and
therefore may be deemed to be the beneficial owner of the WS Shares. In addition, WS is
the record owner of a warrant to purchase 77,966 shares. |
| Notwithstanding the above, Great
Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF
Shares, the BIVF Shares, the Lyrical Shares, the GEF-PS Shares, the Morrison Shares, the
WS Shares and the shares underlying the warrants described above, except to the extent of
their respective pecuniary interests. |
| Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer
identified in Item 1. |

1.	Great Point Partners, LLC
(a)	Amount beneficially owned: 9,294,000 3
(b)	Percent of class: 7.83% 3, 4
(c)	Number of shares as to which the person
has:
	(i)	Sole power to vote or to direct the vote: - 0 -
	(ii)	Shared power to vote or to direct the vote:
9,294,000 3
	(iii)	Sole power to dispose or to direct the
disposition of: - 0 - .

| 3 | Consists of 1,954,065 shares owned by Biomedical Value Fund, LP (“BVF”), 1,906,404 shares
owned by Biomedical Offshore Value Fund, Ltd. (“BOVF”), 905,542 shares owned by
Biomedical Institutional Value Fund, LP (“BIVF”), 467,341 shares owned by
Lyrical Multi-Manager Fund, LP (“Lyrical”), 778,903 shares owned by Class D
Series of GEF-PS, LP (“GEF-PS”), 25,963 shares owned by David J. Morrison
(“Morrison”), 155,782 shares owned by WS Investments III, LLC (“WS”),
807,308 shares underlying warrants held by BVF, 1,154,672 shares underlying warrants held
by BOVF, 423,334 shares underlying warrants held by BIVF, 233,897 shares underlying
warrants held by Lyrical, 389,829 shares underlying warrants held by GEF-PS, 12,994 shares
underlying warrants held by Morrison and 77,966 shares underlying warrants held by WS. |
| --- | --- |
| 4 | Based on a total of 115,575,069 shares outstanding, as reported in the
Issuer’s Form 10-Q filed on November 5, 2010. |

CUSIP No. 268158102 13G/A Page 8 of 11 Pages

| | (iv) | Shared power to dispose or to direct the
disposition of: 9,294,000 3 |
| --- | --- | --- |
| 2. | Dr. Jeffrey R. Jay, M.D. | |
| (a) | Amount beneficially owned: 9,294,000 3 | |
| (b) | Percent of class: 7.83% 3,4 | |
| (c) | Number of shares as to which the person
has: | |
| | (i) | Sole power to vote or to direct the vote: 0. |
| | (ii) | Shared power to vote or to direct the vote: 9,294,000 3 |
| | (iii) | Sole power to dispose or to direct the
disposition of: 0. |
| | (iv) | Shared power to dispose or to direct the
disposition of: 9,294,000 3 |
| 3. | Mr. David Kroin | |
| (a) | Amount beneficially owned: 9,294,000 3 | |
| (b) | Percent of class: 7.83% 3,4 | |
| (c) | Number of shares as to which the person
has: | |
| | (i) | Sole power to vote or to direct the vote: 0. |
| | (ii) | Shared power to vote or to direct the vote: 9,294,000 3 |
| | (iii) | Sole power to dispose or to direct the
disposition of: 0. |
| | (iv) | Shared power to dispose or to direct the
disposition of: 9,294,000 3 |

| Item 5. | Ownership of Five Percent or Less of a
Class |
| --- | --- |
| If this statement is being filed to report the fact that as of
the date hereof each of the Reporting Persons has ceased to be the
beneficial owner of more than five percent of the class of securities, check the following [ ]. | |
| Item 6. | Ownership of More than Five Percent on
Behalf of Another Person: |
| | See Item 4. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company |
| | Not Applicable. |
| Item 8. | Identification and Classification of
Members of the Group |
| | Not Applicable. |
| Item 9. | Notice of Dissolution of Group |
| | Not Applicable. |

CUSIP No. 268158102 13G/A Page 9 of 11 Pages

ITEM 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.

CUSIP No. 268158102 13G/A Page 10 of 11 Pages

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.

Date: February 14, 2011

GREAT POINT PARTNERS, LLC
By:	/s/ Dr. Jeffrey R. Jay,
M.D.
	Dr. Jeffrey R. Jay, M.D.,
	as senior managing member
/s/ Dr. Jeffrey R. Jay,
M.D.
DR. JEFFREY R. JAY, M.D.
/s/ Mr. David Kroin
MR. DAVID KROIN

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 14, 2011

GREAT POINT PARTNERS, LLC
By:	/s/ Dr. Jeffrey R. Jay,
M.D.
	Dr. Jeffrey R. Jay, M.D.,
	as senior managing member
/s/ Dr. Jeffrey R. Jay,
M.D.
DR. JEFFREY R. JAY, M.D.
/s/ Mr. David Kroin
MR. DAVID KROIN