SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* NEW YORK LIFE INSURANCE CO (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/26/2011	3. Issuer Name and Ticker or Trading Symbol DynaVox Inc. [ DVOX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,788	I	See footnote(1)
Class B Common Stock	1	I	See footnote(2)
Class B Common Stock	1	I	See footnote(3)
Class B Common Stock	1	I	See footnote(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Units of DynaVox Systems Holdings	(5)	(5)	Class A Common Stock	783,158	(5)	I	See footnote(6)
Units of DynaVox Systems Holdings	(5)	(5)	Class A Common Stock	308,280	(5)	I	See footnote(7)
Units of DynaVox Systems Holdings	(5)	(5)	Class A Common Stock	142,278	(5)	I	See footnote(8)

1. Name and Address of Reporting Person* NEW YORK LIFE INSURANCE CO (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* New York Life Investment Management Holdings LLC (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NYLIM MEZZANINE PARTNERS PARALLEL FUND L P (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEW YORK LIFE INVESTMENT MANAGEMENT MEZZANINE PARTNERS LP (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NYLIM Mezzanine GenPar, LP (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NYLIM Mezzanine GenPar, GP, LLC (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* New York Life Capital Partners, LLC (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* New York Life Capital Partners, L.P. (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NYLCAP Manager LLC (Last) (First) (Middle) 51 MADISON AVENUE (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are held in an account for the benefit of New York Life Insurance Company ("NYLIC") and are managed on its behalf by a wholly-owned subsidiary of New York Life Investment Management Holdings LLC ("NYLIMH"), a wholly-owned subsidiary of NYLIC.

2. This share is owned directly by New York Life Capital Partners, L.P. ("NYLCAP") and indirectly by each of the following: (i) New York Life Capital Partners, L.L.C. ("NYLCAP GP"), which is the general partner of NYLCAP, (ii) NYLCAP Manager LLC ("NYLCAP Manager"), which is the investment manager of NYLCAP and the sole member of NYLCAP GP, (iii) NYLIMH, which wholly-owns NYLCAP Manager, and (iv) NYLIC, which wholly-owns NYLIMH. NYLCAP may be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act with securityholders who are party to that certain Amended and Restated Securityholders Agreement, dated as of April 20, 2010, which is described in the Reporting Persons' Schedule 13D filed on March 7, 2011 (the "Securityholders Agreement").

3. This share is owned directly by New York Life Investment Management Mezzanine Partners, LP ("NYL Mezz Main"), and indirectly by each of the following: (i) NYLIM Mezzanine GenPar, LP ("NYL MezzGP"), which is the general partner of NYL Mezz Main, (ii) NYLIM Mezzanine GenPar GP, LLC ("Mezz GP of GP"), which is the general partner of NYL MezzGP, (iii) NYLCAP Manager, which is the investment manager of NYL Mezz Main and the sole member of Mezz GP of GP, (iv) NYLIMH, which wholly-owns NYLCAP Manager, and (iv) NYLIC, which wholly-owns NYLIMH. NYL Mezz Main may be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act with securityholders who are party to that certain Securityholders Agreement.

4. This share is owned directly by NYLIM Mezzanine Partners Parallel Fund, LP ("NYL Mezz Parallel"), and indirectly by each of the following: (i) NYL MezzGP, which is the general partner of NYL Mezz Parallel, (ii) Mezz GP of GP, which is the general partner of NYL MezzGP, (iii) NYLCAP Manager, which is the investment manager of NYL Mezz Parallel and the sole member of Mezz GP of GP, (iv) NYLIMH, which wholly-owns of NYLCAP Manager, and (iv) NYLIC, which wholly-owns of NYLIMH. NYL Mezz Parallel may be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act with securityholders who are party to that certain Securityholders Agreement.

5. Pursuant to the terms of an exchange agreement, units of DynaVox Systems Holdings LLC are exchangeable for shares of Class A common stock of DynaVox Inc. on a one-for-one basis from and after April 27, 2011, which is the first anniversary of the closing of DynaVox Inc.'s initial public offering.

6. These units are owned directly by NYLCAP and indirectly by each of the following: (i) NYLCAP GP, which is the general partner of NYLCAP, (ii) NYLCAP Manager, which is the investment manager of NYLCAP and the sole member of NYLCAP GP, (iii) NYLIMH, which wholly-owns NYLCAP Manager, and (iv) NYLIC, which wholly-owns NYLIMH.

7. These units are owned directly by NYL Mezz Main, and indirectly by each of the following: (i) NYL MezzGP, which is the general partner of NYL Mezz Main, (ii) Mezz GP of GP, which is the general partner of NYL MezzGP, (iii) NYLCAP Manager, which is the investment manager of NYL Mezz Main and the sole member of Mezz GP of GP, (iv) NYLIMH, which wholly-owns of NYLCAP Manager, and (iv) NYLIC, which wholly-owns of NYLIMH.

8. These units are owned directly by NYL Mezz Parallel, and indirectly by each of the following: (i) NYL MezzGP, which is the general partner of NYL Mezz Parallel, (ii) Mezz GP of GP, which is the general partner of NYL MezzGP, (iii) NYLCAP Manager, which is the investment manager of NYL Mezz Parallel and the sole member of Mezz GP of GP, (iv) NYLIMH, which wholly-owns NYLCAP Manager, and (iv) NYLIC, which wholly-owns NYLIMH.

Remarks:

	/s/ Robert M. Barrack, as Chief Operating Officer of NYLCAP Manager LLC, the investment manager of New York Life Capital Partners, L.P.	03/07/2011
	/s/ Robert M. Barrack, as Chief Operating Officer of New York Life Capital Partners, L.L.C.	03/07/2011
	/s/ Robert M. Barrack, as Chief Operating Officer of NYLCAP Manager LLC	03/07/2011
	/s/ Yie-Hsin Hung, as Senior Managing Director of New York Life Investment Management Holdings LLC	03/07/2011
	/s/ William Y. Cheng, as Vice President of New York Life Insurance Company	03/07/2011
	/s/ Robert M. Barrack, as Chief Operating Officer of NYLIM Mezzanine GenPar GP, LLC, the general partner of NYLIM Mezzanine GenPar, LP, the general partner of New York Life Investment Management Mezzanine Partners, LP	03/07/2011
	/s/ Robert M. Barrack, as Chief Operating Officer of NYLIM Mezzanine GenPar GP, LLC, the general partner of NYLIM Mezzanine GenPar, LP, the general partner of NYLIM Mezzanine Partners Parallel Fund, LP	03/07/2011
	/s/ Robert M. Barrack, as Chief Operating Officer of NYLIM Mezzanine GenPar GP, LLC, the general partner of NYLIM Mezzanine GenPar, LP	03/07/2011
	/s/ Robert M. Barrack, as Chief Operating Officer of NYLIM Mezzanine GenPar GP, LLC	03/07/2011
	** Signature of Reporting Person	Date
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