DYNAVAX TECHNOLOGIES CORP — Major Shareholding Notification 2012

Feb 14, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Schedule 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Dynavax Technologies Corporation
(Name of Issuer)
Common
Stock
(Title of Class of
Securities)
268158102
(CUSIP Number)
December
31, 2011
(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
		5.	SOLE VOTING POWER	0
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		6.	SHARED VOTING POWER
				4,750,000 1
		7.	SOLE DISPOSITIVE POWER
				0
		8.	SHARED DISPOSITIVE POWER
				4,750,000 1
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
		4,750,000 1
10.	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN			o
	SHARES (See
Instructions)
11.	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
		3.67% 1, 2
12.	TYPE OF REPORTING PERSON (See Instructions)
		OO

| 1 | Consists of 749,533 shares owned by Biomedical
Value Fund, LP (“BVF”), 480,832 shares owned by Biomedical Offshore Value Fund,
Ltd. (“BOVF”), 183,847 shares owned by Biomedical Institutional Value Fund, LP
(“BIVF”), 88,168 shares owned by Lyrical Multi-Manager Fund, LP (“Lyrical”),
38,091 shares owed by Lyrical Multi-Strategy Offshore Fund, Ltd. (“Lyrical
Offshore”), 710,431 shares owned by Class D Series of GEF-PS, LP (“GEF-PS”),
7,014 shares owned by David J. Morrison (“Morrison”), 42,084 shares owned by WS
Investments III, LLC (“WS”), 638,033 shares underlying warrants held by BVF,
912,564 shares underlying warrants held by BOVF, 334,570 shares underlying
warrants held by BIVF, 135,622 shares underlying warrants held by Lyrical,
49,232 shares underlying warrants held by Lyrical Offshore, 308,091 shares
underlying warrants held by GEF-PS, 10,270 shares underlying warrants held by
Morrison and 61,618 shares underlying warrants held by WS. |
| --- | --- |
| 2 | Based on a total of 126,808,747 shares
outstanding, as reported in the Issuer’s Form 10-Q filed on October 31,
2011. |

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
		5.	SOLE VOTING POWER	0
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		6.	SHARED VOTING POWER
				4,750,000 1
		7.	SOLE DISPOSITIVE POWER
				0
		8.	SHARED DISPOSITIVE POWER
				4,750,000 1
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
		4,750,000 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)
		3.67% 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
		5.	SOLE VOTING POWER	0
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		6.	SHARED VOTING POWER
				4,750,000 1
		7.	SOLE DISPOSITIVE POWER
				0
		8.	SHARED DISPOSITIVE POWER
				4,750,000 1
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
		4,750,000 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)
		3.67% 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, 2012, 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
749,533 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 638,033 shares. | | |
| | Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record
owner of 480,832 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 912,564 shares. | | |
| | Biomedical Institutional Value Fund, L.P. (“BIVF”) is the record
owner of 183,847 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 334,570 shares. | | |
| | Lyrical Multi-Manager Fund, LP (“Lyrical”) is the record owner
of 88,168 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 135,622
shares. | | |
| | Lyrical Multi-Manager Fund, Ltd. (“Lyrical Offshore”) is the
record owner of 38,091 shares of Common Stock (the “Lyrical Offshore Shares”).
Great Point is the investment manager of Lyrical Offshore, and by virtue of such
status may be deemed to be the beneficial owner of the Lyrical Offshore 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 Offshore Shares, and therefore may be deemed to be the
beneficial owner of the Lyrical Offshore Shares. In addition, Lyrical is the
record owner of a warrant to purchase 49,232 shares. | | |

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

| Class D Series of GEF-PS, LP (“GEF-PS”) is the record owner of
710,431 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 308,091 shares. | |
| --- | --- |
| David J. Morrison (“Morrison”) is the record owner of 7,014
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
10,270 shares. | |
| WS Investments III, LLC (“WS”) is the record owner of 42,084
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 61,618shares. | |
| 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 Lyrical Offshore 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: 4,750,000 3 |
| (b) | Percent of class:
3.67% 3,4 |
| (c) | Number of shares as to
which the person has: |

| 3 | Consists of 749,533 shares
owned by Biomedical Value Fund, LP (“BVF”), 480,832 shares owned by Biomedical
Offshore Value Fund, Ltd. (“BOVF”), 183,847 shares owned by Biomedical
Institutional Value Fund, LP (“BIVF”), 88,168 shares owned by Lyrical
Multi-Manager Fund, LP (“Lyrical”), 38,091 shares owed by Lyrical Multi-Strategy
Offshore Fund, Ltd. (“Lyrical Offshore”), 710,431 shares owned by Class D Series
of GEF-PS, LP (“GEF-PS”), 7,014 shares owned by David J. Morrison (“Morrison”),
42,084 shares owned by WS Investments III, LLC (“WS”), 638,033 shares underlying
warrants held by BVF, 912,564 shares underlying warrants held by BOVF, 334,570
shares underlying warrants held by BIVF, 135,622 shares underlying warrants held
by Lyrical, 49,232 shares underlying warrants held by Lyrical Offshore, 308,091
shares underlying warrants held by GEF-PS, 10,270 shares underlying warrants
held by Morrison and 61,618 shares underlying warrants held by WS. |
| --- | --- |
| 4 | Based on a total of
126,808,747 shares outstanding, as reported in the Issuer’s Form 10-Q filed on
October 31, 2011. |

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

| | (i) | Sole power to vote or to
direct the vote: - 0 - |
| --- | --- | --- |
| | (ii) | Shared power to vote or to
direct the vote: 4,750,000 3 |
| | (iii) | Sole power to dispose or to
direct the disposition of: - 0 -. |
| | (iv) | Shared power to dispose or
to direct the disposition of: 4,750,000 3 |
| 2. | Dr.
Jeffrey R. Jay, M.D. | |
| (a) | Amount beneficially owned:
4,750,000 3 | |
| (b) | Percent
of class: 3.67% 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: 4,750,000 3 |
| | (iii) | Sole power to dispose or to
direct the disposition of: 0. |
| | (iv) | Shared power to dispose or
to direct the disposition of: 4,750,000 3 |
| 3. | Mr. David
Kroin | |
| (a) | Amount beneficially owned:
4,750,000 3 | |
| (b) | Percent of class: 3.67% 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: 4,750,000 3 |
| | (iii) | Sole power to dispose or to
direct the disposition of: 0. |
| | (iv) | Shared power to dispose or
to direct the disposition of: 4,750,000 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
[X]. | |
| 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 |

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

	Not Applicable.
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, 2012

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, 2012

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