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Dynavax (DVAX) Form 4: Related parties sell ~2.06M shares over two days

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Dynavax Technologies (DVAX) insiders reported two open-market dispositions on Aug 21-22, 2025. Deep Track Biotechnology Master Fund, Ltd., Deep Track Capital, LP and David Kroin (reported as director/10% owners) sold 1,094,994 shares on 08/21/2025 at $11.03 and 970,143 shares on 08/22/2025 at $10.59. After those transactions the Reporting Persons reported beneficial ownership of 16,696,492 shares following the first sale and 15,726,349 shares following the second sale; ownership is reported as indirect. The Form 4 is filed jointly by the three Reporting Persons and includes signed disclosures clarifying possible pecuniary interests and shared voting/disposition power.

Positive

  • Transparent disclosure of transaction dates, exact share counts and prices for both trades
  • Joint filing clarifies which affiliated entities and individual reported the transactions and includes signed attestations

Negative

  • Large insider dispositions: 1,094,994 shares sold at $11.03 and 970,143 shares sold at $10.59, reducing reported holdings
  • No stated context in the filing for the sales (e.g., Rule 10b5-1 plan or other pre-arrangement) leaving motives unspecified

Insights

TL;DR: Joint filings show large scheduled open-market sales totaling ~2.06M DVAX shares across two days; ownership remains substantial.

The Form 4 documents two sales by related reporting persons: 1,094,994 shares at $11.03 on 08/21/2025 and 970,143 shares at $10.59 on 08/22/2025. Post-transaction beneficial ownership is reported at 16,696,492 and 15,726,349 shares respectively, and holdings are characterized as indirect. From a financial-analysis perspective, the transactions reduce the insiders' stake by a measurable amount while leaving a material residual position. The filing provides clear prices, quantities and dates but does not state the proceeds' use or whether sales were pursuant to a Rule 10b5-1 plan.

TL;DR: Multiple related parties executed sizable dispositions in succession; raises governance and signaling considerations for investors.

The filing is jointly submitted by a fund, its affiliated LP and an individual who is the managing member; each disclaims beneficial ownership except for any pecuniary interest and asserts shared voting/disposition power. The rapid two-day sequence of sales and the fact that the reporting persons are identified as director/10% owners are governance-relevant facts. The Form 4 includes signed attestations but does not indicate any mitigating context such as pre-arranged trading plans or exceptions. Material details about motivation or plan-driven execution are not provided in the document.

Insider Deep Track Biotechnology Master Fund, Ltd., Deep Track Capital, LP, KROIN DAVID
Role 10% Owner | 10% Owner | 10% Owner
Sold 2,065,137 shs ($22.35M)
Type Security Shares Price Value
Sale Common Stock, par value $0.001 per share 970,143 $10.59 $10.27M
Sale Common Stock, par value $0.001 per share 1,094,994 $11.03 $12.08M
Holdings After Transaction: Common Stock, par value $0.001 per share — 15,726,349 shares (Direct)
Footnotes (1)
  1. In addition to Deep Track Biotechnology Master Fund, Ltd., a Cayman Islands exempted company ("DTBMF"), this Form 4 is being filed jointly by Deep Track Capital, LP, a Delaware limited partnership ("Deep Track LP"), and David Kroin, a citizen of the United States of America and the managing member of the general partner of Deep Track LP (together with DTBMF and Deep Track LP, the "Reporting Persons"). Each of the Reporting Persons may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities"). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Each of the Reporting Persons may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Securities.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Deep Track Biotechnology Master Fund, Ltd.
(Last) (First) (Middle)
C/O WALKERS CORPORATE LIMITED,
190 ELGIN AVENUE
(Street)
GEORGE TOWN E9 KY1-9001
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DYNAVAX TECHNOLOGIES CORP [ DVAX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 08/21/2025 S 1,094,994 D $11.03 16,696,492 D(1)(2)
Common Stock, par value $0.001 per share 08/22/2025 S 970,143 D $10.59 15,726,349 D(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Deep Track Biotechnology Master Fund, Ltd.
(Last) (First) (Middle)
C/O WALKERS CORPORATE LIMITED,
190 ELGIN AVENUE
(Street)
GEORGE TOWN E9 KY1-9001
(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*
Deep Track Capital, LP
(Last) (First) (Middle)
200 GREENWICH AVE, 3RD FLOOR
(Street)
GREENWICH CT 06830
(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*
KROIN DAVID
(Last) (First) (Middle)
200 GREENWICH AVE, 3RD FLOOR
(Street)
GREENWICH CT 06830
(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. In addition to Deep Track Biotechnology Master Fund, Ltd., a Cayman Islands exempted company ("DTBMF"), this Form 4 is being filed jointly by Deep Track Capital, LP, a Delaware limited partnership ("Deep Track LP"), and David Kroin, a citizen of the United States of America and the managing member of the general partner of Deep Track LP (together with DTBMF and Deep Track LP, the "Reporting Persons"). Each of the Reporting Persons may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities"). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
2. Each of the Reporting Persons may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Securities.
Deep Track Biotechnology Master Fund, Ltd., /s/ David Kroin, Director 08/22/2025
/s/ Deep Track Capital, LP, /s/ David Kroin, Managing Member of the General Partner of Deep Track Capital, LP 08/22/2025
/s/ David Kroin 08/22/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What shares did Deep Track report selling in the DVAX Form 4?

The reporting persons sold 1,094,994 shares on 08/21/2025 at $11.03 and 970,143 shares on 08/22/2025 at $10.59.

How many DVAX shares did the reporting persons still beneficially own after the sales?

The Form 4 shows 16,696,492 shares following the 08/21 sale and 15,726,349 shares following the 08/22 sale.

Who filed the Form 4 for DVAX?

The Form 4 was filed jointly by Deep Track Biotechnology Master Fund, Ltd., Deep Track Capital, LP and David Kroin (reported as director/10% owners).

Does the filing state whether the sales were part of a 10b5-1 plan?

No. The Form 4 does not state that the transactions were made pursuant to a Rule 10b5-1 trading plan.

Do the reporting persons claim direct ownership of the sold shares?

The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest and report the holdings as indirect.