0001104659-21-010086.txt : 20210201 0001104659-21-010086.hdr.sgml : 20210201 20210201141306 ACCESSION NUMBER: 0001104659-21-010086 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210201 DATE AS OF CHANGE: 20210201 GROUP MEMBERS: BRIAN D. GROSSMAN GROUP MEMBERS: PARTNER ASSET MANAGEMENT, LLC GROUP MEMBERS: PFM HEALTH SCIENCES GP, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89831 FILM NUMBER: 21576166 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PFM Health Sciences, LP CENTRAL INDEX KEY: 0001442756 IRS NUMBER: 262000428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-281-1022 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: Partner Fund Management, L.P. DATE OF NAME CHANGE: 20080812 SC 13G 1 tm214750d1_sc13g.htm SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*

	Jounce Therapeutics, Inc.
(Name of Issuer)

	Common stock, $0.001 par value per share
(Title of Class of Securities)

	481116101
(CUSIP Number)

	January 20, 2021
Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 481116101

13G

Page 2 of 9 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

PFM Health Sciences, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

2,388,067 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0%¹

12.

TYPE OF REPORTING PERSON

IA; PN

The percentages reported in this Schedule 13G are based upon 39,851,475 shares of common stock outstanding as of November 2, 2020 (as set forth in the issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020). All of the other numbers and percentages reported in this Schedule 13G are as of 9:00 a.m. (ET) on the date of filing.

CUSIP No. 481116101

13G

Page 3 of 9 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

PFM Health Sciences GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

2,388,067 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0%

12.

TYPE OF REPORTING PERSON

CUSIP No. 481116101

13G

Page 4 of 9 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Partner Asset Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

2,388,067 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0%

12.

TYPE OF REPORTING PERSON

CUSIP No. 481116101

13G

Page 5 of 9 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Brian D. Grossman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

2,388,067 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0%

12.

TYPE OF REPORTING PERSON

CUSIP No. 481116101

13G

Page 6 of 9 Pages

Item 1(a)

Name of Issuer

Jounce Therapeutics, Inc.

Item 1 (b)

Address of Issuer’s Principal Executive Offices
780 Memorial Drive, Cambridge, MA 02139

Item 2(a)

Name of Person Filing
This Schedule 13G is being jointly filed by PFM Health Sciences, LP (“PFM”), PFM Health Sciences GP, LLC (“PFM-GP”), Partner Asset Management, LLC (“PAM”), and Brian D. Grossman (“Grossman” and, collectively with PFM, PFM-GP, and PAM, the “Reporting Persons”) with respect to shares of common stock of the above-named issuer owned by PFM Healthcare Master Fund, L.P., a Cayman Islands limited partnership (“HCM”).

PFM is the investment advisor for HCM. PAM is the general partner of HCM. PFM-GP is the general partner of PFM and the manager of PAM. Grossman is the sole member of PFM-GP.

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

Item 2(b)

Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is c/o PFM Health Sciences, LP, 4 Embarcadero Center, Suite 3500, San Francisco, CA 94111.

Item 2(c)

Citizenship
PFM is organized as a limited partnership under the laws of the State of Delaware. Each of PFM-GP and PAM is organized as a limited liability company under the laws of the State of Delaware. Grossman is a U.S. citizen.

Item 2(d)

Title of Class of Securities
Common stock, $0.001 par value per share

Item 2(e)

CUSIP Number
481116101

CUSIP No. 481116101

13G

Page 7 of 9 Pages

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

CUSIP No. 481116101

13G

Page 8 of 9 Pages

Item 4

Ownership

PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset Management, LLC

(a)

PFM, PFM-GP and PAM may be deemed to beneficially own 2,388,067 shares of Common Stock.

(b)

The number of shares PFM, PFM-GP and PAM may be deemed to beneficially own constitutes approximately 6.0% of the Common Stock outstanding.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 2,388,067

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 2,388,067

Brian D. Grossman

(a)

Grossman may be deemed to beneficially own 2,388,067 shares of Common Stock.

(b)

The number of shares Grossman may be deemed to beneficially own constitutes approximately 6.0% of the Common Stock outstanding.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 2,388,067

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 2,388,067

Item 5

Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

Item 6

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

See Item 2 above

Item 8

Identification and Classification of Members of the Group

Not Applicable

Item 9

Notice of Dissolution of Group

Not Applicable

Item 10

Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 481116101

13G

Page 9 of 9 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 1st day of February, 2021.

PFM HEALTH SCIENCES, LP		PFM HEALTH SCIENCES GP, LLC

By:	PFM Health Sciences GP, LLC	By:	/s/ Darin Sadow
	its general partner		Darin Sadow, Authorized Signatory

By:	/s/ Darin Sadow
	Darin Sadow, Authorized Signatory

BRIAN D. GROSSMAN		PARTNER ASSET MANAGEMENT, LLC

By:	/s/ Darin Sadow	By:	PFM Health Sciences GP, LLC
	Darin Sadow, attorney-in-fact^*		its manager

		By:	/s/ Darin Sadow
			Darin Sadow, Authorized Signatory

Darin Sadow is signing on behalf of Brian Grossman as attorney-in-fact pursuant to a power of attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011.

EX-99.1 2 tm214750d1_ex99-1.htm EXHIBIT 99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Jounce Therapeutics, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

Dated this 1st day of February, 2021.

PFM HEALTH SCIENCES, LP		PFM HEALTH SCIENCES GP, LLC

By:	PFM Health Sciences GP, LLC	By:	/s/ Darin Sadow
	its general partner		Darin Sadow, Authorized Signatory

By:	/s/ Darin Sadow
	Darin Sadow, Authorized Signatory

BRIAN D. GROSSMAN		PARTNER ASSET MANAGEMENT, LLC

By:	/s/ Darin Sadow	By:	PFM Health Sciences GP, LLC
	Darin Sadow, attorney-in-fact		its manager

		By:	/s/ Darin Sadow
			Darin Sadow, Authorized Signatory