SEC Form 4 · accession 0001209191-17-006676
Jounce Therapeutics, Inc. · JNCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 1, 2017
Accepted (ET)
Feb 1, 2017 · 4:18 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,F2 | Feb 1, 2017 | C | 2,831,463 | — | A | 2,831,463 | D | |
| Common StockF2 | Feb 1, 2017 | P | 625,000 | $16.00 | A | 3,456,463 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B-1 Preferred StockF2,F1 | — | Feb 1, 2017 | C | 10,448,100 | D | — | — | Common Stock | 2,831,463 | 0 | D |
Explanation of responses
- F1Upon closing of the Issuer's initial public offering, each share of Series B-1 Preferred Stock automatically converted into 0.271 share of Common Stock without payment of further consideration. The shares had no expiration date.
- F2These shares are owned directly by Celgene Switzerland LLC, a wholly-owned subsidiary of Celgene Corporation ("Celgene"), and Celgene has the power to vote, acquire, hold and dispose of all shares. Celgene disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.