DVAX Dynavax Technologies Corp

The calculation of the beneficial ownership of the Reporting Persons is based on (i) 86,188,763 shares of Common Stock issued and outstanding as of March 6, 2020, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2019 and (ii) 1,205,707 shares of Common Stock to be issued upon the conversion or exercise, as applicable, of shares of Series B Preferred Stock or Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.

The calculation of the beneficial ownership of the Reporting Persons is based on (i) 86,188,763 shares of Common Stock issued and outstanding as of March 6, 2020, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2019 and (ii) 1,205,707 shares of Common Stock to be issued upon the conversion or exercise, as applicable, of shares of Series B Preferred Stock or Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.

This Amendment No. 1 relates to the Common Stock of Dynavax Technologies Corporation and amends the initial statement on Schedule 13D filed by the Reporting Persons on August 22, 2019 (the “Initial Statement” and, as further amended by this Amendment No. 1, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.

Item 5 of the Initial Statement is hereby amended and restated as follows:

The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) – (c) As of the dated hereof, (i) BC LS holds 6,826,266 shares of Common Stock, 3,756 shares of Series B Preferred Stock and Warrants to purchase 2,645,566 shares of Common Stock and (ii) BCIP LS holds 698,734 shares of Common Stock, 384 shares of Series B Preferred Stock and Warrants to purchase 270,684 shares of Common Stock.

As a result of the Beneficial Ownership Blocker, the Reporting Persons are precluded from converting or exercising, as applicable, shares of Series B Preferred Stock or Warrants to the extent that the Reporting Persons would, after such conversion or exercise, collectively beneficially own in excess of 9.99% of the outstanding Common Stock of the Issuer. Accordingly, pursuant to Rule 13d-3 of the Act and the relationships described in Item 2 of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own 9.99% of the outstanding Common Stock of the Issuer, representing 8,730,707 shares of Common Stock as of the date hereof.

The calculation of the beneficial ownership of the Reporting Persons is based on (i) 86,188,763 shares of Common Stock issued and outstanding as of March 6, 2020, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2019 and (ii) 1,205,707 shares of Common Stock to be issued upon the conversion or exercise, as applicable, of shares of Series B Preferred Stock or Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.

(d) Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5.

(e) Not applicable.

Item 6 of the Initial Statement is hereby amended and restated as follows:

The information set forth in or incorporated by reference in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Resale Registration Rights Agreement

The Reporting Persons entered into a Registration Rights Agreement with the Issuer on March 11, 2020 (the “Resale Registration Rights Agreement”), which provides certain rights with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Common Stock, Series B Preferred Stock and Warrants held by the Reporting Persons as of the date thereof, including all shares of Common Stock issuable upon exercise, conversion or exchange of any Series B Preferred Stock or Warrant (collectively, the “Registrable Securities”).

Resale Registration Rights. The Issuer has agreed to file a registration statement covering the resale by the Reporting Persons of the Registrable Securities within 45 days of the entry into the Resale Registration Rights Agreement. The Issuer has agreed to use reasonable best efforts to cause such registration statement to be declared effective as soon as practicable and to remain continuously effective until the earlier of (i) the date as of which all Registrable Securities covered by the registration statement have been sold and (ii) the date as of which neither Reporting Person holds Registrable Securities.

Fees; Indemnification. The Issuer is responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities. The Issuer granted the Reporting Persons customary indemnification rights in connection with the registration statement. The Reporting Persons have also granted the Issuer customary indemnification rights in connection with the registration statement.

References to and the description of the Resale Registration Rights Agreement set forth in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the Resale Registration Rights Agreement, which is attached hereto as Exhibit D and incorporated by reference herein.

Warrant Exchange Agreement

The Reporting Persons entered into a letter agreement with the Issuer on March 11, 2020 (the “Warrant Exchange Agreement”), which provides the Reporting Persons with the right, on one occasion, to exchange (an “Exchange”) all or any portion of the Warrants beneficially owned by the Reporting Persons for one or more warrants (each, a “Preferred Warrant”) to purchase shares of the Issuer’s non-voting Series C Convertible Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”). Each Preferred Warrant issued in exchange for a Warrant will be exercisable for a number of shares of Series C Preferred Stock equal to (x) the number of shares of Common Stock for which the Warrant then remains exercisable, divided by (y) 1,000.

Preferred Warrants. Each Preferred Warrant will be substantially consistent with the Warrants, except that each Preferred Warrant will have an exercise price of $4,500.00 per share of Series C Preferred Stock, subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Series C Preferred Stock. The Preferred Warrants will be exercisable at any time prior to their expiry and will expire on February 12, 2022.

Series C Preferred Stock. The terms, rights, obligations and preferences of the Series C Preferred Stock will be set forth in the Issuer’s Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock (the “Series C Certificate of Designation”), which the Issuer has agreed to file with the Secretary of State of the State of Delaware no later than the second business day following delivery by the Reporting Persons to the Issuer of a written notice exercising their right to consummate an Exchange, and will be substantially consistent with the Certificate of Designation with respect to the Series B Preferred Stock. Each share of Series C Preferred Stock will be convertible into 1,000 shares of Common Stock (subject to adjustment as will be provided in the Series C Certificate of Designation) at any time at the option of the holder. The holder will be prohibited from converting shares of Series C Preferred Stock into shares of Common Stock, if, as a result of such conversion, the holder, together with its affiliates, would beneficially own more than 4.99% (or such other percentage (not to exceed 19.99%) that the holder elects by written notice to the Issuer) of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the conversion (the “Series C Conversion Blocker”). The Reporting Persons have elected a Series C Conversion Blocker percentage of 9.99%.

Resale Registration Rights Agreement. Pursuant to the terms of the Warrant Exchange Agreement, the Issuer and the Reporting Persons agreed, upon the request of the Reporting Persons, to enter into a registration rights agreement concurrent with an Exchange. The registration rights agreement will provide certain rights with respect to the registration under the Securities Act of the Preferred Warrants held by the Reporting Persons, including all shares of Series C Preferred Stock or Common Stock issuable upon exercise or conversion.

References to and the description of the Warrant Exchange Agreement set forth in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the Warrant Exchange Agreement, which is attached hereto as Exhibit E and incorporated by reference herein.

Item 7 of the Initial Statement is hereby amended and supplemented to add the following:

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.