Jounce Therapeutics (JNCE) SC 13G/A Jounce Therapeutics / Third Rock Ventures II ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2 )*

Jounce Therapeutics, Inc.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

481116101

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 481116101 SCHEDULE 13G Page 2 of 15 Pages

1.	NAMES OF REPORTING PERSONS   Third Rock Ventures II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   2,697,829
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   2,697,829

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,697,829
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.3% (1)
12.	TYPE OF REPORTING PERSON   PN

(1) The percent of class was calculated based on 51,243,589 shares of common stock issued and outstanding as of November 1, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

CUSIP No. 481116101 SCHEDULE 13G Page 3 of 15 Pages

1.	NAMES OF REPORTING PERSONS   Third Rock Ventures GP II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   2,697,829
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   2,697,829

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,697,829
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.3% (1)
12.	TYPE OF REPORTING PERSON   PN

CUSIP No. 481116101 SCHEDULE 13G Page 4 of 15 Pages

1.	NAMES OF REPORTING PERSONS   TRV GP II, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   2,697,829
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   2,697,829

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,697,829
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.3% (1)
12.	TYPE OF REPORTING PERSON   OO

CUSIP No. 481116101 SCHEDULE 13G Page 5 of 15 Pages

1.	NAMES OF REPORTING PERSONS   Third Rock Ventures III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   1,148,780
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   1,148,780

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,148,780
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   2.2% (1)
12.	TYPE OF REPORTING PERSON   PN

CUSIP No. 481116101 SCHEDULE 13G Page 6 of 15 Pages

1.	NAMES OF REPORTING PERSONS   Third Rock Ventures GP III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   1,148,780
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   1,148,780

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,148,780
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   2.2% (1)
12.	TYPE OF REPORTING PERSON   PN

CUSIP No. 481116101 SCHEDULE 13G Page 7 of 15 Pages

1.	NAMES OF REPORTING PERSONS   TRV GP III, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   1,148,780
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   1,148,780

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,148,780
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   2.2% (1)
12.	TYPE OF REPORTING PERSON   OO

CUSIP No. 481116101 SCHEDULE 13G Page 8 of 15 Pages

1.	NAMES OF REPORTING PERSONS   Mark Levin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   282,027
	6.	SHARED VOTING POWER   3,846,609
	7.	SOLE DISPOSITIVE POWER   282,027
	8.	SHARED DISPOSITIVE POWER   3,846,609

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,128,636
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   8.1% (1)
12.	TYPE OF REPORTING PERSON   IN

CUSIP No. 481116101 SCHEDULE 13G Page 9 of 15 Pages

1.	NAMES OF REPORTING PERSONS   Kevin Starr
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   283,850
	6.	SHARED VOTING POWER   3,846,609
	7.	SOLE DISPOSITIVE POWER   283,850
	8.	SHARED DISPOSITIVE POWER   3,846,609

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,130,459
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   8.1% (1)
12.	TYPE OF REPORTING PERSON   IN

CUSIP No. 481116101 SCHEDULE 13G Page 10 of 15 Pages

1.	NAMES OF REPORTING PERSONS   Robert I. Tepper
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   283,858
	6.	SHARED VOTING POWER   3,846,609
	7.	SOLE DISPOSITIVE POWER   283,858
	8.	SHARED DISPOSITIVE POWER   3,846,609

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,130,467 (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   8.1% (1)
12.	TYPE OF REPORTING PERSON   IN

CUSIP No. 481116101 SCHEDULE 13G Page 11 of 15 Pages

Item 1. Issuer

(a) Name of Issuer:

Jounce Therapeutics, Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

780 Memorial Drive

Cambridge, Massachusetts 02139

Item 2. Filing Person

(a) – (c) Name of Persons Filing; Address; Citizenship:

(i) Third Rock Ventures II, L.P. (“TRV II”);

(ii) Third Rock Ventures GP II, L.P. (“TRV GP II”), which is the sole general partner of TRV II;

(iii) TRV GP II, LLC (“TRV GP II LLC”), which is the sole general partner of TRV GP II;

(iv) Third Rock Ventures III, L.P. (“TRV III”);

(v) Third Rock Ventures GP III, L.P. (“TRV GP III”), which is the sole general partner of TRV III;

(vi) TRV GP III, LLC (“TRV GP III LLC”), which is the sole general partner of TRV GP III;

(vii) Mark Levin (“Levin”), a managing member of TRV GP II LLC and TRV GP III LLC;

(viii) Kevin P. Starr (“Starr”), a managing member of TRV GP II LLC and TRV GP III LLC; and

(ix) Robert I. Tepper (“Tepper,” and collectively with TRV II, TRV GP II, TRV GP II LLC, TRV III, TRV GP III, TRV GP III LLC, Levin and Starr, the “Reporting Persons”), a managing member of TRV GP II LLC and TRV GP III LLC.

The address of the principal business office of each of the Reporting Persons is Third Rock Ventures, LLC, 29 Newbury Street, 3rd Floor, Boston, MA 02116.

Each of TRV II, TRV GP II, TRV III and TRV GP III is a Delaware limited partnership. Each of TRV GP II LLC and TRV GP III LLC is a Delaware limited liability company. Levin, Tepper and Starr are United States citizens.    

(d) Title of Class of Securities:

Common stock, $0.001 par value per share, (the “Common Stock”)

(e) CUSIP Number:

481116101

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Act;
(b)	☐	Bank as defined in Section 3(a)(6) of the Act;
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

CUSIP No. 481116101 SCHEDULE 13G Page 12 of 15 Pages

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
	If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.	Ownership.
	(a) and (b)	Amount beneficially owned:
		(i)	TRV II directly owns 2,697,829 shares of Common Stock (the “Fund II Shares”), which represents approximately 5.3% of the outstanding shares of Common Stock.
		(ii)	TRV GP II is the general partner of TRV II and may be deemed to beneficially own the Fund II Shares.
		(iii)	TRV GP II LLC is the general partner of TRV GP II and may be deemed to beneficially own the Fund II Shares.
		(iv)	TRV III directly owns 1,148,780 shares of Common Stock (the “Fund III Shares”), which represents approximately 2.2% of the outstanding shares of Common Stock.
		(v)	TRV GP III is the general partner of TRV III and may be deemed to beneficially own the Fund III Shares.
		(vi)	TRV GP III LLC is the general partner of TRV GP III and may be deemed to beneficially own the Fund III Shares.
		(vii)	As a managing member of TRV GP II LLC and TRV GP III LLC, Levin may be deemed to beneficially own the Fund II Shares and the Fund III Shares. Additionally, Levin directly owns 282,027 shares of Common Stock.
		(viii)	As a managing member of TRV GP II LLC and TRV GP III LLC, Tepper may be deemed to beneficially own the Fund II Shares and the Fund III Shares. Additionally, Tepper directly owns 283,858 shares of Common Stock.
		(ix)	As a managing member of TRV GP II LLC and TRV GP III LLC, Starr may be deemed to beneficially own the Fund II Shares and the Fund III Shares. Additionally, Starr directly owns 283,850 shares of Common Stock.

CUSIP No. 481116101 SCHEDULE 13G Page 13 of 15 Pages

(c) Number of shares as to which such person has:

	Number of Shares of Common Stock
Reporting Person	(i)		(ii)		(iii)		(iv)
TRV II		0		2,697,829		0		2,697,829
TRV GP II		0		2,697,829		0		2,697,829
TRV GP II LLC		0		2,697,829		0		2,697,829
TRV III		0		1,148,780		0		1,148,780
TRV GP III		0		1,148,780		0		1,148,780
TRV GP III LLC		0		1,148,780		0		1,148,780
Levin		282,027		3,846,609		282,027		3,846,609
Starr		283,850		3,846,609		283,850		3,846,609
Tepper		283,858		3,846,609		283,858		3,846,609

(i) Sole power to vote or direct the vote

(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of

The percent of class was calculated based on 51,243,589 shares of common stock issued and outstanding as of November 1, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

CUSIP No. 481116101 SCHEDULE 13G Page 14 of 15 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022

THIRD ROCK VENTURES II, L.P.
By: THIRD ROCK VENTURES GP II, L.P.,
General Partner
By: TRV GP II, LLC,
General Partner
By:	/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer
THIRD ROCK VENTURES GP II, L.P.
By: TRV GP II, LLC,
General Partner
By:	/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer
TRV GP II, LLC
By:	/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer
THIRD ROCK VENTURES III, L.P.
By: THIRD ROCK VENTURES GP III, L.P.,
General Partner
By: TRV GP III, LLC,
General Partner
By:	/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

CUSIP No. 481116101 SCHEDULE 13G Page 15 of 15 Pages

THIRD ROCK VENTURES GP III, L.P.
By: TRV GP III, LLC,
General Partner
By:	/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer
TRV GP III, LLC
By:	/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer
MARK LEVIN
/s/ Kevin Gillis, As attorney-in-fact
Mark Levin
KEVIN P. STARR
/s/ Kevin Gillis, As attorney-in-fact
Kevin P. Starr
ROBERT I. TEPPER
/s/ Kevin Gillis, As attorney-in-fact
Robert I. Tepper