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