Sec Form 4 Filing - KARSEN PERRY A @ Jounce Therapeutics, Inc. - 2023-05-03

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 KARSEN PERRY A 2. Issuer Name and Ticker or Trading Symbol Jounce Therapeutics, Inc. [ JNCE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O JOUNCE THERAPEUTICS, INC., 780 MEMORIAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2023 (Street) CAMBRIDGE, MA02139 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/03/2023 U( 1 ) 5,000 ( 2 ) D 0 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 (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 Stock Option (Right to Buy) $ 4.06 05/03/2023 D 75,880 ( 3 ) ( 3 ) Common Stock 75,880 ( 3 ) 0 D Stock Option (Right to Buy) $ 9.56 05/03/2023 D 16,260 ( 3 ) ( 3 ) Common Stock 16,260 ( 3 ) 0 D Stock Option (Right to Buy) $ 7.92 05/03/2023 D 13,350 ( 3 ) ( 3 ) Common Stock 13,350 ( 3 ) 0 D Stock Option (Right to Buy) $ 4.46 05/03/2023 D 15,700 ( 3 ) ( 3 ) Common Stock 15,700 ( 3 ) 0 D Stock Option (Right to Buy) $ 7.58 05/03/2023 D 15,700 ( 3 ) ( 3 ) Common Stock 15,700 ( 3 ) 0 D Stock Option (Right to Buy) $ 7.27 05/03/2023 D 15,700 ( 3 ) ( 3 ) Common Stock 15,700 ( 3 ) 0 D Stock Option (Right to Buy) $ 2.8 05/03/2023 D 20,000 ( 3 ) ( 3 ) Common Stock 20,000 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KARSEN PERRY A C/O JOUNCE THERAPEUTICS, INC. 780 MEMORIAL DRIVE CAMBRIDGE, MA02139 X Signatures /s/ Caroline Gammill, as attorney-in-fact 05/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Merger Agreement entered into by and among the Issuer, Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub, Inc., a direct and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of March 26, 2023 (the "Merger Agreement"), pursuant to which Merger Sub completed a tender offer for the shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of May 3, 2023 (the "Effective Time"). ( 2 )Pursuant to the terms of the merger agreement, at the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $1.85 in cash (the "Offer Price") without interest and subject to applicable withholding taxes and (ii) one contingent value right. ( 3 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option and (ii) one contingent value right for each Share subject thereto.

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