0001179110-14-002550.txt : 20140211 0001179110-14-002550.hdr.sgml : 20140211 20140211214928 ACCESSION NUMBER: 0001179110-14-002550 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140210 FILED AS OF DATE: 20140211 DATE AS OF CHANGE: 20140211 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENOCEA BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001457612 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 161 FIRST STREET STREET 2: SUITE 2C CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-876-8191 MAIL ADDRESS: STREET 1: 161 FIRST STREET STREET 2: SUITE 2C CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: GENOCEA BIOSCIENCES INC DATE OF NAME CHANGE: 20090304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOFFMAN STEPHEN J CENTRAL INDEX KEY: 0001190418 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36289 FILM NUMBER: 14596330 MAIL ADDRESS: STREET 1: ALLOS THERAPEUTICS, INC. STREET 2: 11080 CIRCLEPOINT ROAD, SUITE 200 CITY: WESMINSTER STATE: CO ZIP: 80020 4 1 edgar.xml FORM 4 - X0306 4 2014-02-10 0 0001457612 GENOCEA BIOSCIENCES, INC. GNCA 0001190418 HOFFMAN STEPHEN J C/O SKYLINE VENTURES 303 WYMAN STREET, SUITE 300 WALTHAM MA 02451 1 0 0 0 Common Stock 2014-02-10 4 C 0 777584 A 777584 I See footnotes Common Stock 2014-02-10 4 C 0 263900 A 1041484 I See footnotes Common Stock 2014-02-10 4 P 0 250931 12 A 1292415 I See footnotes Series B Preferred Stock 2014-02-10 4 C 0 9253255 0 D Common Stock 777584 0 I See footnotes Series C Preferred Stock 2014-02-10 4 C 0 3140414 0 D Common Stock 263900 0 I See footnotes Upon closing of the Issuer's initial public offering, each share of Series C Preferred Stock converted automatically into common stock on a 1-for-11.9 basis into the number of shares of common stock listed in column 5 without payment of further consideration. The Series B Preferred Stock had an accruing cumulative dividend that accrued at a rate of 8% per year from the Series B Preferred Stock issuance date. Upon closing of the Issuer's initial public offering, the Series B Preferred Stock, including all accrued and unpaid dividends, converted automatically into common stock on a 1-for-11.9 basis into the number of shares of common stock listed in column 5 without payment of further consideration. There was no expiration date for any series of preferred stock. 9,253,255 shares of Series B Preferred Stock and 3,140,414 shares of Series C Preferred Stock were directly owned by Skyline Venture Partners V, L.P. The general partner of Skyline Venture Partners V, L.P. is Skyline Venture Management V, LLC. Stephen J. Hoffman is a director of the registrant and a member of Skyline Venture Partners V, L.P. To the extent that he is deemed to share voting and investment powers with respect to the shares held by Skyline Venture Partners V, L.P., Dr. Hoffman disclaims beneficial ownership of all such shares and this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purposes, except to the extent of his proportionate pecuniary interest therein. John G. Freund and Yasunori Kaneko are Managers of Skyline Venture Management V, LLC and hereby disclaim beneficial ownership of all shares reported herein, and this report shall not be deemed an admission of beneficial ownership of such shares for purposes of Section 16 or for any other purposes, except to the extent of their proportionate pecuniary interests therein. Upon the closing of the Issuer's initial public offering, 250,931 shares of common stock were issued to Skyline Venture Partners V, L.P. at the initial public offering price of $12.00 per share. /s/ Robert E. Farrell, Jr., as attorney-in-fact for Stephen Hoffman 2014-02-11