| Accession Number: | 0000899243-21-036411 |
| Date: | 2021-09-15 |
| Issuer: | JOUNCE THERAPEUTICS, INC. (JNCE) |
| Original Submission Date: |
THIRD ROCK VENTURES II, L.P.
C/O THIRD ROCK VENTURES, LLC,
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
THIRD ROCK VENTURES GP II, L.P.
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
TRV GP II, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
STARR KEVIN P
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
TEPPER ROBERT I
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
LEVIN MARK J
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2021-09-15 | J | 1,750,000 | d | $0.00 | 2,697,829 f2 | direct | ||
| COMMON STOCK | 2021-09-15 | 0 | $0.00 | 3,048,780 | indirect | ||||
| COMMON STOCK | 2021-09-15 | 0 | $0.00 | 284,344 f4 | direct | ||||
| COMMON STOCK | 2021-09-15 | 0 | $0.00 | 283,850 f5 | direct | ||||
| COMMON STOCK | 2021-09-15 | 0 | $0.00 | 283,858 f6 | direct |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|
| ID | footnote |
|---|---|
| f1 | 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, 1,750,000 shares of common stock of the issuer (the "shares") on september 15, 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. |
| f2 | 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. |
| f3 | 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. |
| f4 | the shares are directly held by levin. includes shares received in the distributions described in footnote (1) above. |
| f5 | the shares are directly held by starr. includes shares received in the distributions described in footnote (1) above. |
| f6 | the shares are directly held by tepper. includes shares received in the distributions described in footnote (1) above. |
