Sec Form 4 Filing - Celgene Switzerland LLC @ Jounce Therapeutics, Inc. - 2017-02-01

Insider filing report for Changes in Beneficial Ownership
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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
Celgene Switzerland LLC
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)
AON HOUSE, 30 WOODBOURNE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2017
(Street)
PEMBROKE, D0HM 08
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 02/01/2017 C 2,831,463 A 2,831,463 D ( 2 )
Common Stock 02/01/2017 P 625,000 A $ 16 3,456,463 D ( 2 )
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
Series B-1 Preferred Stock ( 1 ) 02/01/2017 C 10,448,100 ( 1 ) ( 1 ) Common Stock 2,831,463 $ 0 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Celgene Switzerland LLC
AON HOUSE
30 WOODBOURNE AVENUE
PEMBROKE, D0HM 08
X
CELGENE CORP /DE/
86 MORRIS AVENUE
SUMMIT, NJ07901
X
Signatures
/s/Kevin Mello, Manager, Celgene Switzerland, LLC 02/01/2017
Signature of Reporting Person Date
/s/ Peter N. Kellogg, Executive Vice President and Chief Financial Officer, Celgene Corporation 02/01/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon closing of the Issuer's initial public offering, each share of Series B-1 Preferred Stock automatically converted into 0.271 share of Common Stock without payment of further consideration. The shares had no expiration date.
( 2 )These shares are owned directly by Celgene Switzerland LLC, a wholly-owned subsidiary of Celgene Corporation ("Celgene"), and Celgene has the power to vote, acquire, hold and dispose of all shares. Celgene disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

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