| 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)
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2. Issuer Name and Ticker or Trading Symbol
Jounce Therapeutics, Inc. [ JNCE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/03/2023 | ||||||||||||||||||||||||||
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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 | 05/03/2023 | U(1)(2) | 5,300,087 | D | $1.85 | 0 | I | By LP(3) | ||
| Common Stock | 05/03/2023 | J(4) | 10,000 | A | $9,737.7(4) | 10,000 | I | By LP(5) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 26, 2023, by and among the Issuer, Concentra Biosciences, LLC, ("Concentra"), and Concentra Merger Sub, Inc., a wholly-owned subsidiary of Concentra ("Merger Sub"), to which Concentra completed a tender offer (the "Offer") for shares of common stock of the Issuer, $0.001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer (the "Merger") effective as of May 3, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $1.85 per Share (the "Cash Consideration") plus one non-transferable contractual contingent value right per Share (each, a "CVR," and each CVR together with the Cash Consideration, the "Offer Price"). From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled. |
| 2. The Reporting Person has delivered to the Issuer the full amount of the disgorgeable profit arising the sale reported herein, in the amount of $73,118.01. |
| 3. The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP. |
| 4. On May 3, 2023, the Offer expired and Merger Sub accepted for purchase a total of 36,367,727 shares tendered and not withdrawn, representing approximately 69.0926% of the total shares of the Issuer issued and outstanding. Following the expiration of the Offer, Merger Sub merged with and into the Issuer on May 3, 2023, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Merger Sub issued and outstanding immediately before the Effective Time automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Issuer (representing 10,000 shares in the aggregate), with the Issuer surviving as a wholly owned subsidiary of Concentra. As a result of the Offer and the Merger, Concentra acquired a total of 10,000 shares of Common Stock in exchange for $97,377,034.75 in cash and 60,142,813 CVRs. |
| 5. The shares are beneficially owned by Concentra. Concentra is wholly owned by TCP. Kevin Tang is the sole manager of TCM, which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by Concentra. |
| Remarks: |
| Kevin Tang | 05/05/2023 | |
| Kevin Tang, Manager | 05/05/2023 | |
| Kevin Tang, Manager of Tang Capital Management, LLC, General Partner | 05/05/2023 | |
| ** 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. | ||