SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lux Capital Management, LLC

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2014

3. Issuer Name and Ticker or Trading Symbol
GENOCEA BIOSCIENCES, INC. [ GNCA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	84,033	D⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Seed Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	178,732	⁽¹⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	705,357	⁽¹⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	215,257	⁽¹⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	428,502	⁽¹⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Warrants to purchase Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Series A Preferred Stock	587,931	⁽⁵⁾	D⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Lux Capital Management, LLC

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lux Venture Associates II, LLC

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lux Venture Partners II, L.P.

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lux Ventures II Sidecar II LLC

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lux Ventures II Sidecar LP

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lux Ventures II, L.P.

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are each convertible into common stock at any time at the holder's election and upon the consummation of a qualified public offering of the registrant. There is no expiration date for any series of preferred stock. The Series B Preferred Stock has an accruing cumulative dividend that accrues at a rate of 8% per year from the Series B Preferred Stock issuance date. Upon the anticipated closing of the registrant's initial public offering, approximately 54,304 shares of common stock will be issued to the Reporting Persons in connection with the Series B Preferred Stock accruing cumulative dividend.

2. 79,470 shares of Common Stock, 169,027 shares of Seed Preferred Stock, 416,402 shares of Series A Preferred Stock, 114,192 shares of Series B Preferred Stock, 227,316 shares of Series C Preferred Stock and warrants exercisable for 564,269 shares of Series A Preferred Stock are directly owned by Lux Ventures II, L.P. ("LV-II"); 4,563 shares of Common Stock, 9,705 shares of Seed Preferred Stock, 17,462 shares of Series A Preferred Stock, 4,788 shares of Series B Preferred Stock, 9,532 shares of Series C Preferred Stock and warrants exercisable for 23,662 shares of Series A Preferred Stock are directly owned by Lux Ventures II Sidecar, L.P. ("Sidecar"); 271,493 shares of Series A Preferred Stock, 96,277 shares of Series B Preferred Stock and 191,654 shares of Series C Preferred Stock are directly owned by Lux Ventures II Sidecar II LLC ("Sidecar II" and, together with Sidecar and LV-II, the "Lux Funds").

3. Lux Venture Partners II, L.P. ("LVP-II") is the general partner of LV-II and Sidecar and the manager of Sidecar II. Lux Venture Associates II, LLC ("LVA-II") is the general partner of LVP-II and Lux Capital Management, LLC ("LCM LLC") is the sole member of LVA-II. Robert Paull, Joshua Wolfe and Peter Hebert are the individual managers of LCM LLC (the "Individual Managers"). LVP-II, LVA-II and LCM LLC disclaim beneficial ownership of such shares, and this report shall not be deemed admission of beneficial ownership of such shares for purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein.

4. LCM LLC, as sole member of LVA-II, may be deemed to share voting and investment powers for the shares held by LV-II and Sidecar. As one of three individual managers, each Individual Manager disclaims beneficial ownership over the shares reported herein, and in all events disclaims beneficial ownership, and this report shall not be deemed an admission of beneficial ownership for the purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein.

5. The warrants to purchase Series A Preferred Stock are exercisable at any time at the holder's election, and have an expiration date on the later of February 11, 2014 or the consummation of an initial public offering of the registrant. After giving effect to the conversion of registrant's preferred stock upon the consummation of the initial public offering of the registrant, the warrants to purchase Series A Preferred Stock owned by LV-II and Sidecar shall become exercisable for 47,417 shares of common stock and 1,988 shares of common stock, respectively.

Remarks:

Exhibit ListExhibit 24 - Power of Attorney

	/s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Capital Management, LLC	02/04/2014
	/s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Venture Associates II, LLC	02/04/2014
	/s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Venture Partners II, L.P.	02/04/2014
	/s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Ventures II, L.P.	02/04/2014
	/s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Ventures II Sidecar, L.P.	02/04/2014
	/s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Ventures II Sidecar II, LLC	02/04/2014
	** 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 5 (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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