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
Juno Therapeutics, Inc. [ JUNO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/23/2014 |
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 | 12/23/2014(1) | P | 625,000(2) | A | $24(3) | 988,398(2) | I | By CL Alaska, L.P. | ||
Common Stock | 12/23/2014 | C | 1,250,000(4) | A | (5) | 1,250,000(4) | I | By JT Line Partners L.P. | ||
Common Stock | 12/23/2014 | C | 68,395(4) | A | (6) | 1,318,395(4) | I | By JT Line Partners L.P. |
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 | ||||||||
Series A-2 Preferred Stock | (5) | 12/23/2014 | C | 1,250,000(4) | (5) | (5) | Common Stock | 1,250,000 | (5) | 0 | I | By JT Line Partners L.P. | |||
Series B Preferred Stock | (6) | 12/23/2014 | C | 68,395(4) | (6) | (6) | Common Stock | 68,395 | (6) | 0 | I | By JT Line Partners L.P. |
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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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 amendment has been filed to reflect a correction to the Date of Earliest Transaction and Transaction Date for the purchase of shares on the Form 4 originally filed on December 23, 2014 (the "Original Form 4"). |
2. These shares are held directly by CL Alaska, L.P. ("CLA"). The general partner of CLA is Crestline SI (GP), L.P. ("Crestline SI") and the investment manager of CLA is Crestline Management, L.P. ("Crestline Management"). Crestline Investors, Inc. ("Crestline") is the general partner of both Crestline SI and Crestline Management. Douglas K. Bratton is the sole director of Crestline. CLA is ultimately controlled by Mr. Bratton and Mr. Bratton has voting and investment power over all of these shares. CLA, Crestline SI, Crestline Management, Crestline and Mr. Bratton may each be deemed to beneficially own all of these shares. Each such entity and Mr. Bratton disclaim beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. The Original Form 4 correctly reported that following this transaction and all conversion transactions on December 23, 2014, CLA directly holds an aggregate of 25,766,130 shares of Common Stock. |
3. The Original Form 4 incorrectly reported the purchase price for this transaction as $25.00 per share. This amendment has been filed to reflect the correct purchase price of $24.00 per share. |
4. Footnote 5 to the Original Form 4 incorrectly reported that these shares are held directly by CLA. This amendment has been filed to reflect that these shares are held directly by JT Line Partners L.P. ("JT"). The general partner of JT is Bratton Capital Management L.P. ("Bratton Capital Management"). The general partner of Bratton Capital Management is Bratton Capital Inc. ("Bratton Capital"). Douglas K. Bratton is the sole director of Bratton Capital. JT is ultimately controlled by Mr. Bratton and Mr. Bratton has voting and investment power over all of these shares. JT, Bratton Capital Management, Bratton Capital and Mr. Bratton may each be deemed to beneficially own all of these shares. Each such entity and Mr. Bratton disclaim beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. |
5. The Series A-2 Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date. |
6. The Series B Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date. |
Remarks: |
/s/ Douglas K. Bratton | 12/24/2014 | |
/s/ John S. Cochran, Vice President of Crestline Investors, Inc. | 12/24/2014 | |
/s/ John S. Cochran, Vice President of Crestline Investors, Inc., general partner of Crestline SI (GP), L.P. | 12/24/2014 | |
/s/ John S. Cochran, Vice President of Crestline Investors, Inc., general partner of Crestline Management, L.P. | 12/24/2014 | |
/s/ John S. Cochran, Vice President of Crestline Investors, Inc., general partner of Crestline SI (GP), L.P., general partner of CL Alaska, L.P. | 12/24/2014 | |
** 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. |