Statement of Changes in Beneficial Ownership (4)
May 27 2021 - 5:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Third Rock Ventures II, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Jounce Therapeutics, Inc.
[
JNCE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THIRD ROCK VENTURES, LLC,, 29 NEWBURY STREET, 3RD FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/25/2021 |
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/25/2021 | | S | | 552520 | D | $8.00 (1) | 5947829 | D (2) | |
| Common Stock | | | | | | | | 3048780 | I | See footnote (3) |
| Common Stock | | | | | | | | 130515 | I | See footnote (4) |
| Common Stock | | | | | | | | 130023 | I | See footnote (5) |
| Common Stock | | | | | | | | 130029 | I | See footnote (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.06, inclusive. The reporting person undertakes 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 (1). |
| (2) | These shares are directly held by Third Rock Ventures II, L.P. ("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 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. |
| (3) | These shares are directly held by Third Rock Ventures III, L.P. ("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. |
| (4) | The shares are directly held by Levin. |
| (5) | The shares are directly held by Starr. |
| (6) | The shares are directly held by Tepper. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Third Rock Ventures II, L.P.
C/O THIRD ROCK VENTURES, LLC,
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116 |
| X |
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Third Rock Ventures GP II, L.P.
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116 |
| X |
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TRV GP II, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116 |
| X |
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STARR KEVIN P
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116 |
| X |
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TEPPER ROBERT I
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116 |
| X |
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LEVIN MARK J
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116 |
| X |
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Signatures
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| /s/ Kevin Gillis, Chief Operating Officer of TRV GP II, LLC, general partner of Third Rock Ventures GP II, L.P., general partner of Third Rock Ventures II, L.P. | | 5/27/2021 |
| **Signature of Reporting Person | Date |
| /s/ Kevin Gillis, Chief Operating Officer of TRV GP II, LLC, general partner of Third Rock Ventures GP II, L.P. | | 5/27/2021 |
| **Signature of Reporting Person | Date |
| /s/ Kevin Gillis, Chief Operating Officer of TRV GP II, LLC | | 5/27/2021 |
| **Signature of Reporting Person | Date |
| /s/ Kevin Gillis, by power of attorney for Kevin Starr | | 5/27/2021 |
| **Signature of Reporting Person | Date |
| /s/ Kevin Gillis, by power of attorney for Dr. Robert Tepper | | 5/27/2021 |
| **Signature of Reporting Person | Date |
| /s/ Kevin Gillis, by power of attorney for Mark Levin | | 5/27/2021 |
| **Signature of Reporting Person | Date |
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