-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IAHG7e5v4TyCZu3kFoINoJkPyAuvBiihdxYfA97oK7/qZWzCznpsstrse3XeIn1I N66L9GcdcXUChBu6b1+pVQ== 0001019687-10-001526.txt : 20100423 0001019687-10-001526.hdr.sgml : 20100423 20100422184347 ACCESSION NUMBER: 0001019687-10-001526 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100423 DATE AS OF CHANGE: 20100422 GROUP MEMBERS: VIVO VENTURES FUND V, L.P. GROUP MEMBERS: VIVO VENTURES FUND VI, L.P. GROUP MEMBERS: VIVO VENTURES V AFFILIATES FUND, L.P. GROUP MEMBERS: VIVO VENTURES V, LLC GROUP MEMBERS: VIVO VENTURES VI AFFILIATES FUND, L.P. GROUP MEMBERS: VIVO VENTURES VI, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNAVAX TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001029142 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330728374 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80035 FILM NUMBER: 10765460 BUSINESS ADDRESS: STREET 1: 2929 SEVENTH STREET STREET 2: SUITE 100 CITY: BERKELEY STATE: CA ZIP: 94710 BUSINESS PHONE: 5108485100 MAIL ADDRESS: STREET 1: 2929 SEVENTH STREET STREET 2: SUITE 100 CITY: BERKELEY STATE: CA ZIP: 94710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vivo Ventures Fund VI, L.P. CENTRAL INDEX KEY: 0001469473 IRS NUMBER: 208829467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 575 HIGH STREET, SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 688-0818 MAIL ADDRESS: STREET 1: 575 HIGH STREET, SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 vivo_13g-041310.htm SCHEDULE 13G vivo_13g-041310.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(Rule 13d-102)

(Amendment No. _____________)

DYNAVAX TECHNOLOGIES CORPORATION
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

268158102
(CUSIP Number)

April 13, 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).
 



 
 
 
 
 
 
CUSIP No. 268158102
 
13G
 
Page 2 of 17 Pages



1.
NAMES OF REPORTING PERSONS
 
Vivo Ventures VI, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER  - 0 -
6.
SHARED VOTING POWER    6,269,235
7.
SOLE DISPOSITIVE POWER  - 0 -
8.
SHARED DISPOSITIVE POWER  6,269,235
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,269,235
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.1%
12.
TYPE OF REPORTING PERSON
 
OO
 


 
 
 

 
 
CUSIP No. 268158102
 
13G
 
Page 3 of 17 Pages


 
1.
NAMES OF REPORTING PERSONS
 
Vivo Ventures Fund VI, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER  - 0 -
6.
SHARED VOTING POWER    6,223,641
7.
SOLE DISPOSITIVE POWER  - 0 -
8.
SHARED DISPOSITIVE POWER  6,223,641
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,223,641
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.0%
12.
TYPE OF REPORTING PERSON
 
PN
 


 
 
 

 
 
CUSIP No. 268158102
 
13G
 
Page 4 of 17 Pages

 
 
1.
NAMES OF REPORTING PERSONS
 
Vivo Ventures VI Affiliates Fund, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER  - 0 -
6.
SHARED VOTING POWER    45,594
7.
SOLE DISPOSITIVE POWER  - 0 -
8.
SHARED DISPOSITIVE POWER  45,594
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
45,594
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.1%
12.
TYPE OF REPORTING PERSON
 
PN
 

 
 
 

 
 
CUSIP No. 268158102
 
13G
 
Page 5 of 17 Pages



1.
NAMES OF REPORTING PERSONS
 
Vivo Ventures V, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER   - 0 -
6.
SHARED VOTING POWER    1,476,765
7.
SOLE DISPOSITIVE POWER  - 0 -
8.
SHARED DISPOSITIVE POWER  1,476,765
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,476,765
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.7%
12.
TYPE OF REPORTING PERSON
 
OO


 
 
 

 
 
 
CUSIP No. 268158102
 
13G
 
Page 6 of 17 Pages

 
1.
NAMES OF REPORTING PERSONS
 
Vivo Ventures Fund V, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER   - 0 -
6.
SHARED VOTING POWER    1,459,635
7.
SOLE DISPOSITIVE POWER  - 0 -
8.
SHARED DISPOSITIVE POWER  1,459,635
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,459,635
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.7%
12.
TYPE OF REPORTING PERSON
 
PN


 
 
 

 
 
 
CUSIP No. 268158102
 
13G
 
Page 7 of 17 Pages


 
1.
NAMES OF REPORTING PERSONS
 
Vivo Ventures V Affiliates Fund, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER   - 0 -
6.
SHARED VOTING POWER    17,130
7.
SOLE DISPOSITIVE POWER  - 0 -
8.
SHARED DISPOSITIVE POWER  17,130
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,130
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
<0.1%
12.
TYPE OF REPORTING PERSON
 
PN

 
 
 

 
 
CUSIP No. 268158102
 
13G
 
Page 8 of 17 Pages

 
Item 1(a). 
Name of Issuer:

Dynavax Technologies Corporation (the “Issuer”).
 
Item 1(b). 
Address of Issuer’s Principal Executive Offices:

2929 Seventh Street, Suite 100
Berkeley, CA 94710-2753
 
Item 2(a). 
Name of Persons Filing:
 
This statement is filed on behalf of the following persons with respect to shares of common stock of the Issuer beneficially held by such persons:
 
(i)           Vivo Ventures VI, LLC, a Delaware limited liability company (“Vivo VI”), as general partner of Vivo Ventures Fund VI, L.P. (“VV Fund VI”) and Vivo Ventures VI Affiliates Fund, L.P. (“Affiliates Fund VI”), with respect to shares held by VV Fund VI and Affiliates Fund VI;

(ii)           Vivo Ventures Fund VI, L.P., a Delaware limited partnership, with respect to shares held by it;

(iii)           Vivo Ventures VI Affiliates Fund, L.P., a Delaware limited partnership, with respect to shares held by it;

(iv)           Vivo Ventures V, LLC, a Delaware limited liability company (“Vivo V”), as general partner of Vivo Ventures Fund V, L.P. (“VV Fund V”) and Vivo Ventures V Affiliates Fund, L.P. (“Affiliates Fund V”), with respect to shares held by VV Fund V and Affiliates Fund V;

(v)           Vivo Ventures Fund V, L.P., a Delaware limited partnership, with respect to shares held by it; and

(vi)           Vivo Ventures V Affiliates Fund, L.P., a Delaware limited partnership, with respect to shares held by it.

The foregoing persons are hereinafter are referred to collectively as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
Item 2(b). 
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Reporting Persons is:

575 High Street, Suite 201
Palo Alto, CA  94301

 
 
 

 
 
CUSIP No. 268158102
 
13G
 
Page 9 of 17 Pages

 
Item 2(c). 
Citizenship:
 
Vivo Ventures VI, LLC is a limited liability company organized under the laws of the State of Delaware.

Vivo Ventures Fund VI, L.P. is a limited partnership organized under the laws of the State of Delaware.

Vivo Ventures VI Affiliates Fund, L.P. is a limited partnership organized under the laws of the State of Delaware.

Vivo Ventures V, LLC is a limited liability company organized under the laws of the State of Delaware.

Vivo Ventures Fund V, L.P. is a limited partnership organized under the laws of the State of Delaware.

Vivo Ventures V Affiliates Fund, L.P. is a limited partnership organized under the laws of the State of Delaware.

 
Item 2(d). 
Title of Class of Securities:
 
Common Stock, par value $0.001 per share.
 
Item 2(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:
 
 
(a)
o
Broker or dealer registered under Section 15 of the Act;
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(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 association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(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;
 
(j)
o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
 

 
 
 
 
CUSIP No. 268158102
 
13G
 
Page 10 of 17 Pages

 
If filing as a non-U.S. institution in accordance with §240.13(d)-1(b)(1)(ii)(J), please specify the type of institution:.
 
 
Item 4. 
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)           Amount beneficially owned:

Vivo VI is the general partner of VV Fund VI and Affiliates Fund VI. Accordingly, Vivo VI may be deemed to have indirect beneficial ownership of shares of the Issuer directly owned by VV Fund VI and Affiliates Fund VI.   As of the date of this filing, VV Fund VI and Affiliates Fund VI beneficially owned 6,223,641 and 45,594 shares of common stock of the Issuer, respectively, which includes 2,074,547 and 15,198 shares of common stock, respectively, issuable upon the exercise of warrants held by VV Fund VI and Affiliates Fund VI.

Vivo V is the general partner of both VV Fund V and Affiliates Fund V.  Accordingly,  Vivo V may be deemed to have indirect beneficial ownership of shares of the Issuer directly owned by VV Fund V and Affiliates Fund V.   As of the date of this filing, VV Fund V and Affiliates Fund V beneficially owned 1,459,635 and 17,130 shares of common stock of the Issuer, respectively, which includes 486,545 and 5,710 shares of common stock, respectively, issuable upon the exercise of warrants held by VV Fund V and Affiliates Fund V.

The Reporting Persons disclaim beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities.

(b)           Percent of class:

Reporting Person
Percent
Vivo Ventures VI, LLC
7.1%
Vivo Ventures Fund VI, L.P.
7.0%
Vivo Ventures VI Affiliates Fund, L.P.
0.1%
Vivo Ventures V, LLC
1.7%
Vivo Ventures Fund V, L.P.
1.7%
Vivo Ventures V Affiliates Fund, L.P.
<0.1%


 
 
 
 
 
 
 
CUSIP No. 268158102
 
13G
 
Page 11 of 17 Pages



The foregoing percentages are calculated based on the 86,504,591 shares of Common Stock of the Issuer outstanding as of April 13, 2010 as reported in the Issuer’s Prospectus Supplement filed Pursuant to Rule 424(b)(5) on April 13, 2010.

(c)           Number of shares as to which such person has:

(i)           Sole power to vote or to direct the vote:

Not applicable.

(ii)           Shared power to vote or to direct the vote:

Reporting Person
Shares
Vivo Ventures VI, LLC
6,269,235
Vivo Ventures Fund VI, L.P.
6,223,641
Vivo Ventures VI Affiliates Fund, L.P.
45,594
Vivo Ventures V, LLC
1,476,765
Vivo Ventures Fund V, L.P.
1,459,635
Vivo Ventures V Affiliates Fund, L.P.
17,130

(iii)           Sole power to dispose or to direct the disposition of:

Not applicable.

(iv)           Shared power to dispose or to direct the disposition of:

Reporting Person
Shares
Vivo Ventures VI, LLC
6,269,235
Vivo Ventures Fund VI, L.P.
  6,223,641
Vivo Ventures VI Affiliates Fund, L.P.
45,594
Vivo Ventures V, LLC
1,476,765
Vivo Ventures Fund V, L.P.
1,459,635
Vivo Ventures V Affiliates Fund, L.P.
17,130
 
 
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 reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.


 
 
 
 
 
 
 
CUSIP No. 268158102
 
13G
 
Page 12 of 17 Pages

 
 
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.

 
See Items 2 and 4.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.
 
 
Item 8. 
Identification and Classification of Members of the Group.

Not applicable.
 
 
Item 9. 
Notice of Dissolution of Group.

Not applicable.
 
 
Item 10. 
Certification.

 
Each of the Reporting Persons hereby makes the following 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.
 
 
 
 

 

 
 
 
 
 
 
 
CUSIP No. 268158102
 
13G
 
Page 13 of 17 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: April 22, 2010



 
 
VIVO VENTURES VI, LLC


By:  /s/ Frank Kung                      
Name: Frank Kung
Title: Managing Member



VIVO VENTURES FUND VI, L.P.
By: Vivo Ventures VI, LLC, its general partner


By:  /s/ Frank Kung                       
Name: Frank Kung
Title: Managing Member


VIVO VENTURES VI AFFILIATES FUND, L.P.
By: Vivo Ventures VI, LLC, its general partner


By:  /s/ Frank Kung                      
Name: Frank Kung
Title: Managing Member



VIVO VENTURES V, LLC


By:  /s/ Frank Kung                      
Name:           Frank Kung 
Title:           Managing Member


VIVO VENTURES FUND V, L.P.
By: Vivo Ventures V, LLC, its general partner


By:  /s/ Frank Kung                                    
Name:           Frank Kung 
Title:           Managing Member
 
 

 
 
 
 
 
CUSIP No. 268158102
 
13G
 
Page 14 of 17 Pages

 

 
 
VIVO VENTURES V AFFILIATES FUND, L.P.
By: Vivo Ventures V, LLC, its general partner


By:  /s/ Frank Kung                                    
Name:           Frank Kung                                                                
Title:           Managing Member
 

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 

 
 
 
 
CUSIP No. 268158102
 
13G
 
Page 15 of 17 Pages

 
 
 
Index Exhibit
 
 
SCHEDULE 13G
 
 
Exhibit Number
Exhibit Description
   
99.1
Joint Filing Agreement

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 


EXHIBIT 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 16a-3(j) and Rule 13d-1(k)(1) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Forms 3, 4, 5 and Schedules 13D and 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.00l per share, of Dynavax Technologies Corporation and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Forms 3, 4, 5 and Schedules 13D and l3G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.
 
In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of April 22, 2010.


 
 
VIVO VENTURES VI, LLC


By:  /s/ Frank Kung                       
Name: Frank Kung
Title: Managing Member



VIVO VENTURES FUND VI, L.P.
By: Vivo Ventures VI, LLC, its general partner


By:  /s/ Frank Kung                      
Name: Frank Kung
Title: Managing Member


VIVO VENTURES VI AFFILIATES FUND, L.P.
By: Vivo Ventures VI, LLC, its general partner


By:  /s/ Frank Kung                       
Name: Frank Kung
Title: Managing Member
 


 
 
 



 
 
VIVO VENTURES V, LLC


By:  /s/ Frank Kung                       
Name:           Frank Kung 
Title:           Managing Member


VIVO VENTURES FUND V, L.P.
By: Vivo Ventures V, LLC, its general partner


By:  /s/ Frank Kung                       
Name:           Frank Kung
Title:           Managing Member


VIVO VENTURES V AFFILIATES FUND, L.P.
By: Vivo Ventures V, LLC, its general partner


By:  /s/ Frank Kung                       
Name:           Frank Kung 
Title:           Managing Member
 








 
 
 

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