SEC Form 4 · accession 0000904454-15-000414
GENOCEA BIOSCIENCES, INC. · GNCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Polaris Venture Partners V, L.P.
10% Owner
Period of report
Jun 18, 2015
Accepted (ET)
Jun 19, 2015 · 6:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001457612
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Jun 18, 2015 | S | 29,004 | $13.04 | D | 1,969,606 | I | By the Polaris Funds |
| Common StockF5,F6,F7,F4 | Jun 19, 2015 | S | 1,000 | $13.00 | D | 1,968,606 | I | By the Polaris Funds |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Consists of 27,987 shares sold by Polaris Venture Partners V, LP ("PVP-V"); 545 shares sold by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVP-E"); 192 shares sold by Polaris Venture Partners Founders' Fund V, L.P. ("PVP-F"); and 280 shares sold by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVP-S"). PVP-V, PVP-E, PVP-F and PVP-S may be referred to herein collectively as the "Polaris Funds"
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.42. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F3Consists of 1,900,542 shares directly beneficially owned by PVP-V; 37,038 shares directly beneficially owned by PVP-E; 13,019 shares directly beneficially owned by PVP-F; and 19,007 shares directly beneficially owned by PVP-S.
- F4Jonathan Flint and Terrance McGuire, managing members of Polaris Venture Management Co. V, L.L.C., exercise voting and investment power with respect to Polaris Venture Management Co. V, L.L.C. As members of the general partner and North Star Venture Management 2000, LLC, the Polaris Management Members may be deemed to share voting and investment powers for the shares held by the Polaris Funds. The Polaris Management Members disclaim beneficial ownership of all such shares held by the funds and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein. Kevin Bitterman, a director of the Issuer, has an assignee interest in Polaris Venture Management Co. V, L.L.C. To the extent that he is deemed to share voting and investment powers with respect to the shares held by the Polaris Funds, Dr. Bitterman disclaims (cont.)
- F5Consists of 964 shares sold by PVP-V; 19 shares sold by PVP-E; 7 shares sold by PVP-F; and 10 shares sold by PVP-S.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.10. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F7Consists of 1,899,578 shares directly beneficially owned by PVP-V; 37,019 shares directly beneficially owned by PVP-E; 13,012 shares directly beneficially owned by PVP-F; and 18,997 shares directly beneficially owned by PVP-S.
Remarks
(footnote (4) continued) beneficial ownership of all the shares held by the funds and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose, except to the extent of his proportionate pecuniary interest therein.