DYNAVAX TECHNOLOGIES CORP - Major Shareholding Notification 2020

SC 13G/A 1 tm207183-1_sc13ga.htm SC 13G/A

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SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 2)*

Dynavax Technologies Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

268158201

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| ¨ | Rule
13d-1(b) |
| --- | --- |
| x | Rule
13d-1(c) |
| ¨ | Rule
13d-1(d) |

(Page 1 of 16 Pages)

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*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 purposes 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).

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CUSIP No. 268158201 13G Page 2 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Management, L.P.
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER |
| --- | --- |
| | 0 |
| (6) | SHARED VOTING POWER |
| | 0 |
| (7) | SOLE DISPOSITIVE POWER |
| | 0 |
| (8) | SHARED DISPOSITIVE POWER |
| | 0 |

| (9) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 0 | |
| (10) | CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) | ¨ |
| (11) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 0.0% | |
| (12) | TYPE OF
REPORTING PERSON (see instructions) | |
| | PN | |

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CUSIP No. 268158201 13G Page 3 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Associates, LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

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CUSIP No. 268158201 13G Page 4 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Offshore Master
Fund, L.P.
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

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CUSIP No. 268158201 13G Page 5 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Offshore GP,
LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

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CUSIP No. 268158201 13G Page 6 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Group, LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

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CUSIP No. 268158201 13G Page 7 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	Arthur Cohen
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

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CUSIP No. 268158201 13G Page 8 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	Joseph Healey
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

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CUSIP No. 268158201 13G Page 9 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Sanatate Offshore
Master Fund, L.P.
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

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CUSIP No. 268158201 13G Page 10 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Offshore II
GP, LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

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CUSIP No. 268158201 13G Page 11 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Market Neutral
Master Fund, L.P.
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

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CUSIP No. 268158201 13G Page 12 of 16 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Market Neutral
GP, LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

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CUSIP No. 268158201 13G Page 13 of 16 Pages

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Item 1(a).	Name of Issuer:
	Dynavax Technologies Corp.
Item 1(b).	Address of Issuer's Principal Executive Offices:
	2929 Seventh Street, Suite 100, Berkeley,
CA 94710

Item 2(a, b, c).
(i) HealthCor Management, L.P., a Delaware limited partnership, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(ii) HealthCor Associates, LLC, a Delaware limited liability company, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(iii) HealthCor Offshore Master Fund, L.P., a Cayman Islands limited partnership, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(iv) HealthCor Offshore GP, LLC, a Delaware limited liability company, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(v) HealthCor Group, LLC, a Delaware limited liability company, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(vi) Joseph Healey, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(vii) Arthur Cohen, 12 South Main Street, #203 Norwalk, CT 06854;
(viii) HealthCor Sanatate Offshore Master Fund, L.P., a Cayman Islands limited partnership, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(ix) HealthCor Offshore II GP, LLC, a Delaware limited liability company, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(x) HealthCor Market Neutral Master Fund, L.P., a
Cayman Islands limited partnership, 55 Hudson Yards, 28 th Floor, New York, NY 10001; and
(xi) HealthCor Market Neutral GP, LLC, a Delaware
limited liability company, 55 Hudson Yards, 28 th Floor, New York, NY 10001.
Both Mr. Healey and Mr. Cohen are United States citizens.
The persons at (i) through (xi) above are collectively referred to herein as the "Reporting Persons".

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CUSIP No. 268158201 13G Page 14 of 16 Pages

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Item 2(d).	Title of Class of Securities: Common Stock (the "Common Stock")
Item 2(e).	CUSIP Number: 268158201
Item 3.	Not applicable.
Item 4.	Ownership.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

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 the reporting person 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.
	Not Applicable
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.
	See Exhibit I.
Item 9.	Notice of Dissolution of Group.
	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 a participant in any transaction having that purpose or effect.
Exhibits:
Exhibit I:	Joint Acquisition Statement

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CUSIP No. 268158201 13G Page 15 of 16 Pages

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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.

DATED: February 14, 2020

HEALTHCOR MANAGEMENT, L.P.
By: HealthCor Associates, LLC, its general partner
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel

HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
By: HealthCor Group, LLC, its general partner
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel

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HEALTHCOR OFFSHORE II GP, LLC, for itself and as general partner of behalf of HEALTHCOR SANATATE OFFSHORE MASTER FUND, L.P.
By: HealthCor Group, LLC, its general partner
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel
HEALTHCOR MARKET NEUTRAL GP, LLC, for itself and as general
partner of behalf of HEALTHCOR MARKET NEUTRAL MASTER FUND, L.P.
By: HealthCor Group, LLC, its general
partner
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel
HEALTHCOR ASSOCIATES, LLC
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel
HEALTHCOR GROUP, LLC
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel
JOSEPH HEALEY, Individually
/s/ Joseph Healey
ARTHUR COHEN, Individually
/s/ Arthur Cohen

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DYNAVAX TECHNOLOGIES CORP Major Shareholding Notification 2020

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DYNAVAX TECHNOLOGIES CORP — Major Shareholding Notification 2020

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