SEC Form 4 · accession 0000899243-17-002744
Jounce Therapeutics, Inc. · JNCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark J Levin
10% Owner
Kevin P Starr
10% Owner
Third Rock Ventures II, L.P.
10% Owner
Third Rock Ventures III, L.P.
10% Owner
Third Rock Ventures GP II, L.P.
10% Owner
TRV GP II, LLC
10% Owner
TRV GP III, LLC
10% Owner
Third Rock Ventures GP III, L.P.
10% Owner
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 5:13 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 | 9,688,344 | — | A | 10,230,349 | D | |
| Common StockF2,F3,F5 | Feb 1, 2017 | C | 3,048,780 | — | A | 3,048,780 | D |
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 | 35,750,000 | D | — | — | Common Stock | 9,688,344 | 0 | D |
| Series A Preferred StockF5,F3 | — | Feb 1, 2017 | C | 11,250,000 | D | — | — | Common Stock | 3,048,780 | 0 | D |
Explanation of responses
- F1Represents the total number of shares of Common Stock received by Third Rock Ventures II, L.P. ("TRV II") upon conversion of Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F2Represents the total number of shares of Common Stock received by Third Rock Ventures III, L.P. ("TRV III") 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 Preferred Stock had no expiration date.
- F4These shares are directly held by TRV II. The general partner of TRV II is Third Rock Ventures GP II, L.P. ("TRV GP II"). The general partner of TRV GP II is TRV GP II, LLC ("TRV GP II LLC"). The individual managers of TRV GP II LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP II, TRV GP II LLC, Levin, Starr and Tepper disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
- F5These shares are directly held by TRV III. The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Levin, Starr and Tepper. Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.