Jounce Therapeutics (JNCE) Form 3 Jounce Therapeutics / Cary Pfeffer ownership change

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^*

Pfeffer Cary

(Last) (First) (Middle)

C/O THIRD ROCK VENTURES,

LLC, 29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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)

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

5. 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 Beneficially Owned
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)
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).
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