Trehu Elizabeth Form 4 Jounce Therapeutics / Elizabeth Trehu 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^*

Trehu Elizabeth

(Last) (First) (Middle)

C/O JOUNCE THERAPEUTICS, INC.

780 MEMORIAL DRIVE

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Jounce Therapeutics, Inc. [ JNCE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2021

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	03/29/2021		M(1)		5,100	A	$4.02	98,685	D
Common Stock	03/29/2021		S(1)		5,100	D	$10.09(2)	93,585	D
Common Stock	03/30/2021		M(1)		100	A	$4.02	93,685	D
Common Stock	03/30/2021		S(1)		100	D	$10	93,585	D
Common Stock	03/31/2021		M(1)		8,300	A	$4.02	101,885	D
Common Stock	03/31/2021		S(1)		8,300	D	$10.09(3)	93,585	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
Stock Option (Right to Buy)	$4.02	03/29/2021		M(1)			5,100	(4)	11/12/2025	Common Stock	5,100	$0	212,285	D
Stock Option (Right to Buy)	$4.02	03/30/2021		M(1)			100	(4)	11/12/2025	Common Stock	100	$0	212,185	D
Stock Option (Right to Buy)	$4.02	03/31/2021		M(1)			8,300	(4)	11/12/2025	Common Stock	8,300	$0	203,885	D

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on November 25, 2020. The Reporting Person exercised no discretion with respect to these transactions.

2. Represents the weighted average share price of an aggregate total of 5,100 shares sold in the price range of $10.00 to $10.30 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission Staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. Represents the weighted average share price of an aggregate total of 8,300 shares sold in the price range of $10.00 to $10.21 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission Staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. 25% of the option shares vested and became exercisable on November 3, 2016 and the remainder of the option shares vest and became exercisable in 12 quarterly installments thereafter.

Remarks:

	/s/ Kim C. Drapkin, Attorney-in-Fact	03/31/2021
	** 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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