SEC Form 4 · accession 0000899243-17-002741
Jounce Therapeutics, Inc. · JNCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cary Pfeffer
Director
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 5:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001640455
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4 | Feb 1, 2017 | C | 0 | — | A | 0 | I | See Footnote |
| Common StockF2,F3,F5 | Feb 1, 2017 | C | 0 | — | A | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF4,F3 | — | Feb 1, 2017 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
| Series A Preferred StockF5,F3 | — | Feb 1, 2017 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
Explanation of responses
- F1Third Rock Ventures II, L.P. ("TRV II") received 9,688,344 shares of Common Stock upon conversion of Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F2Third Rock Ventures III, L.P. ("TRV III") received 3,048,780 shares of Common Stock upon conversion of Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F3Each share of Series A Preferred Stock converted into Common Stock on a one-for-3.69 basis upon the closing of the Issuer's initial public offering without payment or consideration. Each share of Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series A Preferred Stock had no expiration date. TRV II and TRV III converted 35,750,000 and 11,250,000 shares of Series A Preferred Stock into Common Stock, respectively, upon the closing of the Issuer's initial public offering.
- F4TRV II directly holds 10,230,349 shares of Common Stock. The reporting person is a partner of Third Rock Ventures GP II, L.P., which is the general partner of the TRV II. The reporting person disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares.
- F5TRV III directly holds 3,048,780 shares of Common Stock. The reporting person is a partner of Third Rock Ventures GP III, L.P., which is the general partner of the TRV III. The reporting person disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares.