0001640455-23-000112.txt : 20230504 0001640455-23-000112.hdr.sgml : 20230504 20230504074453 ACCESSION NUMBER: 0001640455-23-000112 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230503 FILED AS OF DATE: 20230504 DATE AS OF CHANGE: 20230504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MURRAY RICHARD /CA/ CENTRAL INDEX KEY: 0001242935 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37998 FILM NUMBER: 23886557 MAIL ADDRESS: STREET 1: 22643 WOODRIDGE CT CITY: CUPERTINO STATE: CA ZIP: 95014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jounce Therapeutics, Inc. CENTRAL INDEX KEY: 0001640455 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 454870634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 780 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 857-259-3840 MAIL ADDRESS: STREET 1: 780 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 wf-form4_168320068210550.xml FORM 4 X0407 4 2023-05-03 1 0001640455 Jounce Therapeutics, Inc. JNCE 0001242935 MURRAY RICHARD /CA/ C/O JOUNCE THERAPEUTICS, INC. 780 MEMORIAL DRIVE CAMBRIDGE MA 02139 1 0 0 0 0 Common Stock 2023-05-03 4 U 0 188778 D 1 D Stock Option (Right to Buy) 0.48 2023-05-03 4 D 0 665169 D Common Stock 665169.0 0 D Stock Option (Right to Buy) 2.36 2023-05-03 4 D 0 165954 D Common Stock 165954.0 0 D Stock Option (Right to Buy) 4.02 2023-05-03 4 D 0 54200 D Common Stock 54200.0 0 D Stock Option (Right to Buy) 9.56 2023-05-03 4 D 0 182926 D Common Stock 182926.0 0 D Stock Option (Right to Buy) 23.98 2023-05-03 4 D 0 200000 D Common Stock 200000.0 0 D Stock Option (Right to Buy) 4.4 2023-05-03 4 D 0 125010 D Common Stock 125010.0 0 D Stock Option (Right to Buy) 6.55 2023-05-03 4 D 0 150010 D Common Stock 150010.0 0 D Stock Option (Right to Buy) 11.89 2023-05-03 4 D 0 150000 D Common Stock 150000.0 0 D Stock Option (Right to Buy) 12.67 2023-05-03 4 D 0 15000 D Common Stock 15000.0 0 D Stock Option (Right to Buy) 7.56 2023-05-03 4 D 0 175000 D Common Stock 175000.0 0 D 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"). 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. 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. /s/ Caroline G. Gammill, by power of attorney 2023-05-04