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Sec Form 4 Filing - Third Rock Ventures II L.P. @ Jounce Therapeutics Inc. - 2021-03-11

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Third Rock Ventures II, L.P.
2. Issuer Name and Ticker or Trading Symbol
Jounce Therapeutics, Inc. [ JNCE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O THIRD ROCK VENTURES, LLC,, 29 NEWBURY STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2021
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/11/2021 J( 1 ) 1,250,000 D 6,500,349 D ( 2 )
Common Stock 3,048,780 I See footnote ( 3 )
Common Stock 130,515 I See footnote ( 4 )
Common Stock 130,023 I See footnote ( 5 )
Common Stock 130,029 I See footnote ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Third Rock Ventures II, L.P.
C/O THIRD ROCK VENTURES, LLC,
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
Third Rock Ventures GP II, L.P.
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
TRV GP II, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
STARR KEVIN P
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
TEPPER ROBERT I
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
LEVIN MARK J
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
Signatures
/s/ Kevin Gillis, Chief Operating Officer of TRV GP II, LLC, general partner of Third Rock Ventures GP II, L.P., general partner of Third Rock Ventures II, L.P. 03/15/2021
** Signature of Reporting Person Date
/s/ Kevin Gillis, Chief Operating Officer of TRV GP II, LLC, general partner of Third Rock Ventures GP II, L.P. 03/15/2021
** Signature of Reporting Person Date
/s/ Kevin Gillis, Chief Operating Officer of TRV GP II, LLC 03/15/2021
** Signature of Reporting Person Date
/s/ Kevin Gillis, by power of attorney for Kevin Starr 03/15/2021
** Signature of Reporting Person Date
/s/ Kevin Gillis, by power of attorney for Dr. Robert Tepper 03/15/2021
** Signature of Reporting Person Date
/s/ Kevin Gillis, by power of attorney for Mark Levin 03/15/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a 10b5-1 trading plan adopted on November 18, 2020 by Third Rock Ventures II, L.P. ("TRV II"), TRV II distributed for no consideration, 1,250,000 shares of Common Stock of the Issuer (the "Shares") on March 11, 2021, to its limited partners and to Third Rock Ventures GP II, L.P. ("TRV GP II"), the general partner of TRV II, representing each such partner's pro rata interest in such Shares. On the same date, TRV GP II distributed, for no consideration, the Shares it received in the distribution by TRV II to its partners, representing each such partner's pro rata interest in such Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
( 2 )These shares are directly held by TRV II. The general partner of TRV II is TRV GP II. The general partner of TRV GP II is TRV GP II, LLC ("TRV GP II LLC"). The individual managers of TRV GP II LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP II, TRV GP II LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
( 3 )These shares are directly held by Third Rock Ventures III, L.P. ("TRV III"). The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Levin, Starr and Tepper. Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
( 4 )The shares are directly held by Levin. Includes Shares received in the distributions described in footnote (1) above.
( 5 )The shares are directly held by Starr. Includes Shares received in the distributions described in footnote (1) above.
( 6 )The shares are directly held by Tepper. Includes Shares received in the distributions described in footnote (1) above.

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.
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