Genocea Biosciences (GNCAQ) Form 4 GENOCEA BIOSCIENCES / George Siber ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Siber George

(Last) (First) (Middle)

2000 BROADWAY

PENTHOUSE 2B

(Street)

NEW YORK NY 10023

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENOCEA BIOSCIENCES, INC. [ GNCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/18/2017		M		1,680	A	$2.38	3,697	D
Common Stock	05/18/2017		M		10,084	A	$1.67	13,781	D
Common Stock	05/18/2017		M		19,281	A	$2.38	33,062	D
Common Stock	05/18/2017		P		31,045	D(1)	$6.02	2,017	D
Common Stock	05/19/2017		M		11,230	A	$2.38	13,247	D
Common Stock	05/19/2017		M		11,057	A	$2.86	24,304	D
Common Stock	05/19/2017		P		22,287	D(2)	$6.07	2,017	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Option to purchase Common Stock	$1.67	05/18/2017		M			10,084	(3)	06/12/2017	Common Stock	10,084	$1.67	0	D
Option to purchase Common Stock	$2.38	05/18/2017		M			1,680	(3)	06/18/2018	Common Stock	1,680	$2.38	0	D
Option to purchase Common Stock	$2.38	05/18/2017		M			19,281	(4)	06/30/2019	Common Stock	19,281	$2.38	11,230	D
Option to purchase Common Stock	$2.38	05/19/2017		M			11,230	(4)	06/30/2019	Common Stock	11,230	$2.38	0	D
Option to purchase Common Stock	$2.86	05/19/2017		M			11,057	(5)	12/17/2020	Common Stock	11,057	$2.86	0	D

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $6.00 to $6.05, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company 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 range.

2. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $6.00 to $6.15, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company 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 range.

3. The options of registrant's common stock vested as to 25% of the shares on the one-year anniversary of the grant and in equal monthly installments over the next three years thereafter.

4. The options of registrant's common stock vested in equal monthly installments over the first four years after the grant.

5. The options of registrant's common stock vested on the date of the grant.

Remarks:

	/s/ Jonathan Poole, Attorney-in-Fact	05/22/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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