SEC Form SC 13D/A filed by Dynavax Technologies Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Dynavax Technologies Corporation
(Name of Issuer)
Common Stock, $0.001
par value per share
(Title of Class of Securities)
268158201
(CUSIP Number)
Bain Capital Life Sciences Investors, LLC
200 Clarendon Street
Boston, MA 02116
617-516-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 15, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
The information required on 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, as amended (“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).
| 1 | Names of reporting persons
Bain Capital Life Sciences Fund, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
WC | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with:
|
7 | Sole voting power
0 shares of Common Stock | ||||
| 8 | Shared voting power
4,912,610 shares of Common Stock | |||||
| 9 | Sole dispositive power
0 shares of Common Stock | |||||
| 10 | Shared dispositive power
4,912,610 shares of Common Stock | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
4,912,610 shares of Common Stock | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
3.9% | |||||
| 14 | Type of reporting person
PN | |||||
| 1 | Names of reporting persons
BCIP Life Sciences Associates, LP | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
WC | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7 | Sole voting power
0 shares of Common Stock | ||||
| 8 | Shared voting power
502,390 shares of Common Stock | |||||
| 9 | Sole dispositive power
0 shares of Common Stock | |||||
| 10 | Shared dispositive power
502,390 shares of Common Stock | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
502,390 shares of Common Stock | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
0.4% | |||||
| 14 | Type of reporting person
PN | |||||
This Amendment No. 6 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, as amended by Amendment No. 1 filed on March 12, 2020, Amendment No. 2 filed on May 28, 2020, Amendment No. 3 filed on June 11, 2021, Amendment No. 4 filed on August 11, 2021 and Amendment No. 5 filed on August 27, 2021 (the “Initial Statement” and, as further amended by this Amendment No. 6, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.
Item 2. Identity and Background
Item 2 of the Initial Statement is hereby amended and restated as follows:
(a) This Schedule 13D is being filed jointly by Bain Capital Life Sciences Fund, L.P., a Cayman Islands exempted limited partnership (“BCLS”), and BCIP Life Sciences Associates, LP, a Delaware limited partnership (“BCIPLS” and, together with BCLS, the “Reporting Persons”).
Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company (“BCLSI”), is the general partner of Bain Capital Life Sciences Partners, LP, a Cayman Islands exempted limited partnership (“BCLSP”), which is the general partner of BCLS.
Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston” and, together with the Reporting Persons, BCLSI and BCLSP, the “Bain Capital Life Sciences Entities”), is the general partner of BCIPLS. BCLSI governs the investment strategy and decision-making process with respect to investments held by BCIPLS.
As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement, dated August 22, 2019, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.
(b) The principal business address for each of the Bain Capital Life Sciences Entities is 200 Clarendon Street, Boston, MA 02116.
(c) Each of the Bain Capital Life Sciences Entities is principally engaged in the business of investment in securities.
(d) During the last five years, none of the Bain Capital Life Sciences Entities have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Bain Capital Life Sciences Entities have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) BCLS and BCLSP are organized under the laws of the Cayman Islands. BCIPLS, BCLSI and Boylston are organized under the laws of the State of Delaware.
Item 5. Interest in Securities of the Issuer
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), (b) | As of the date hereof, BCLS holds 4,912,610 shares of Common Stock, representing approximately 3.9% of the outstanding Common Stock, and BCIPLS holds 502,390 shares of Common Stock, representing approximately 0.4% of the outstanding Common Stock. As a result of the foregoing and the relationships described in Item 2 of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own 5,415,000 shares of Common Stock as of the date hereof, representing approximately 4.3% of the outstanding Common Stock. The calculation of the beneficial ownership of the Reporting Persons is based on 126,473,586 shares of Common Stock issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Securities and Exchange Commission on August 4, 2022. |
| (c) | On August 15, 2022, the Reporting Persons sold an aggregate of 3,000,000 shares of Common Stock at a price of $14.68 per share pursuant to Rule 144 under the Securities Act of 1933, as amended, for aggregate consideration of $44,040,000. In the transaction, BCLS sold 2,721,435 shares of Common Stock and BCIPLS sold 278,565 shares of Common Stock. |
| (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) | Following the sale of shares of Common Stock on August 15, 2022 described in Item 5(c) above, the Reporting Persons ceased to beneficially own 5% or more of the Issuer’s outstanding shares of Common Stock. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: August 17, 2022 | Bain Capital Life Sciences Fund, L.P. | |||||
| By: | Bain Capital Life Sciences Partners, LP, | |||||
| its general partner | ||||||
| By: | Bain Capital Life Sciences Investors, LLC, | |||||
| its general partner | ||||||
| By: | /s/ Andrew Hack | |||||
| Name: Andrew Hack | ||||||
| Title: Managing Director | ||||||
| BCIP Life Sciences Associates, LP | ||||||
| By: | Boylston Coinvestors, LLC, | |||||
| its general partner | ||||||
| By: | /s/ Andrew Hack | |||||
| Name: Andrew Hack | ||||||
| Title: Authorized Signatory | ||||||