SEC Form 4
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*
EVNIN ANTHONY B

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVENUE

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Juno Therapeutics, Inc. [ JUNO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 06/17/2015 S(1) 90,141 D $51.59(2) 1,659,858 I By Funds(3)
Common Stock 06/17/2015 S(1) 94,080 D $52.65(4) 1,565,778 I By Funds(5)
Common Stock 06/17/2015 S(1) 63,574 D $53.84(6) 1,502,204 I By Funds(7)
Common Stock 06/17/2015 S(1) 28,603 D $54.7(8) 1,473,601 I By Funds(9)
Common Stock 06/17/2015 S(1) 11,602 D $55.85(10) 1,461,999 I By Funds(11)
Common Stock 06/17/2015 S(1) 12,000 D $56.32(12) 1,449,999 I By Funds(13)
Common Stock 06/18/2015 S(1) 78,569 D $52.07(14) 1,371,430 I By Funds(15)
Common Stock 06/18/2015 S(1) 154,495 D $52.74(16) 1,216,935 I By Funds(17)
Common Stock 06/18/2015 S(1) 50,269 D $53.58(18) 1,166,666 I By Funds(19)
Common Stock 75,000 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 (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
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Venrock Healthcare Capital Partners, L.P. ("VHCP") and VHCP Co-Investment Holdings, LLC ("VHCP Co-Invest") on May 18, 2015.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.07 to $52.06, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) - (19) to this Form 4.
3. Consists of 1,403,176 shares held by VHCP and 256,682 shares held by VHCP Co-Invest. VHCP Management, LLC, or VHCP Management, is the general partner of VHCP and the manager of VHCP Co-Invest and may be deemed to beneficially own these shares. The reporting person is a member of VHCP Management and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.12 to $53.10, inclusive.
5. Consists of 1,323,641 shares held by VHCP and 242,137 shares held by VHCP Co-Invest. VHCP Management, LLC, or VHCP Management, is the general partner of VHCP and the manager of VHCP Co-Invest and may be deemed to beneficially own these shares. The reporting person is a member of VHCP Management and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.13 to $54.12, inclusive.
7. Consists of 1,269,896 shares held by VHCP and 232,308 shares held by VHCP Co-Invest. VHCP Management, LLC, or VHCP Management, is the general partner of VHCP and the manager of VHCP Co-Invest and may be deemed to beneficially own these shares. The reporting person is a member of VHCP Management and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.13 to $55.12, inclusive.
9. Consists of 1,245,715 shares held by VHCP and 227,886 shares held by VHCP Co-Invest. VHCP Management, LLC, or VHCP Management, is the general partner of VHCP and the manager of VHCP Co-Invest and may be deemed to beneficially own these shares. The reporting person is a member of VHCP Management and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.13 to $56.12, inclusive.
11. Consists of 1,235,907 shares held by VHCP and 226,092 shares held by VHCP Co-Invest. VHCP Management, LLC, or VHCP Management, is the general partner of VHCP and the manager of VHCP Co-Invest and may be deemed to beneficially own these shares. The reporting person is a member of VHCP Management and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.13 to $56.82, inclusive.
13. Consists of 1,225,762 shares held by VHCP and 224,237 shares held by VHCP Co-Invest. VHCP Management, LLC, or VHCP Management, is the general partner of VHCP and the manager of VHCP Co-Invest and may be deemed to beneficially own these shares. The reporting person is a member of VHCP Management and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.35 to $52.34, inclusive.
15. Consists of 1,159,340 shares held by VHCP and 212,090 shares held by VHCP Co-Invest. VHCP Management, LLC, or VHCP Management, is the general partner of VHCP and the manager of VHCP Co-Invest and may be deemed to beneficially own these shares. The reporting person is a member of VHCP Management and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.35 to $53.34, inclusive.
17. Consists of 1,028,730 shares held by VHCP and 188,205 shares held by VHCP Co-Invest. VHCP Management, LLC, or VHCP Management, is the general partner of VHCP and the manager of VHCP Co-Invest and may be deemed to beneficially own these shares. The reporting person is a member of VHCP Management and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.35 to $54.00, inclusive.
19. Consists of 986,233 shares held by VHCP and 180,433 shares held by VHCP Co-Invest. VHCP Management, LLC, or VHCP Management, is the general partner of VHCP and the manager of VHCP Co-Invest and may be deemed to beneficially own these shares. The reporting person is a member of VHCP Management and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
Remarks:
/s/ Anthony B. Evnin 06/19/2015
** 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).
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