SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/26/2017 | 3. Issuer Name and Ticker or Trading Symbol Jounce Therapeutics, Inc. [ JNCE ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 0 | I | See Footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (2) | (2) | Common Stock | 0 | (2) | I | See Footnote(1) |
Series A Preferred Stock | (2) | (2) | Common Stock | 0 | (2) | I | See Footnote(3) |
Explanation of Responses: |
1. Third Rock Ventures II, L.P. ("TRV II") directly holds 542,005 shares of common stock and 9,688,344 shares of common stock issuable upon the conversion of shares of Series A Preferred Stock. |
2. Each share of Series A Preferred Stock is convertible, at any time, at the holder's election, into Common Stock of the Issuer on a one-for-3.69 basis. In addition, effective upon the closing of the Issuer's initial public offering of its Common Stock, each share of preferred stock will automatically convert on a one-for-3.69 basis without payment or consideration. The preferred stock has no expiration date. |
3. Third Rock Ventures III, L.P. ("TRV III") directly holds 3,048,780 shares of common stock issuable upon the conversion of Series A Preferred 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. |
Remarks: |
Exhibit 24 (Power of Attorney) |
/s/ Cary Pfeffer | 01/26/2017 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |