| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Juno Therapeutics, Inc. [ JUNO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/25/2017 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/25/2017 | A | 35,004(1) | A | $0.00 | 35,004 | D | |||
| Common Stock | 11/25/2017 | A | 35,000(2) | A | $0.00 | 70,004 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Opton (Right to Buy) | $62.85 | 11/25/2017 | A | 152,900 | (3) | 11/24/2027 | Common Stock | 152,900 | $0.00 | 152,900 | D | ||||
| Explanation of Responses: |
| 1. Represents a restricted stock award ("RSA") granted pursuant to the 2014 Equity Incentive Plan. 50% of the shares subject to the RSA shall vest on each anniversary of November 25, 2017. |
| 2. Represents a RSA granted pursuant to the 2014 Equity Incentive Plan. The RSA will become eligible to vest based on the achievement of certain performance goals as follows, subject to the reporting person remaining a service provider to the Issuer through the applicable vesting date: Up to 21,000 shares will become eligible to vest based on the first approval by the U.S. Food & Drug Administration (the "FDA") of JCAR017 in any indication within certain designated timeframes (the "JCAR017 Milestone"). 50% of the shares that become eligible to vest upon the achievement of the JCAR017 Milestone will vest immediately upon such achievement. The remaining 50% of shares that become eligible to vest upon the achievement of the JCAR017 Milestone will vest on the one year anniversary of the date of such achievement. Up to 9,000 shares will vest based upon the first approval by the FDA of JCARH125 in any indication within certain designated timeframes. |
| 3. 25% of the shares subject to the option shall vest and become exercisable on November 25, 2018 and 1/48th of the shares subject to the option shall vest and become exercisable monthly thereafter. |
| Remarks: |
| /s/ Zachary D. Hale, attorney-in-fact | 11/28/2017 | |
| ** 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). | ||
| 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. | ||
