0000899243-17-002040.txt : 20170126 0000899243-17-002040.hdr.sgml : 20170126 20170126192608 ACCESSION NUMBER: 0000899243-17-002040 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170126 FILED AS OF DATE: 20170126 DATE AS OF CHANGE: 20170126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jounce Therapeutics, Inc. CENTRAL INDEX KEY: 0001640455 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1030 MASSACHUSETTS AVE. CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 857-259-3840 MAIL ADDRESS: STREET 1: 1030 MASSACHUSETTS AVE. CITY: CAMBRIDGE STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TEPPER ROBERT I CENTRAL INDEX KEY: 0001192595 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37998 FILM NUMBER: 17551351 MAIL ADDRESS: STREET 1: 40 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-01-26 0 0001640455 Jounce Therapeutics, Inc. JNCE 0001192595 TEPPER ROBERT I C/O THIRD ROCK VENTURES, LLC 29 NEWBURY STREET, 3RD FLOOR BOSTON MA 02116 1 0 1 0 Common Stock 542005 I See Footnote Series A Preferred Stock Common Stock 9688344 I See Footnote Series A Preferred Stock Common Stock 3048780 I See Footnote These shares are directly held by Third Rock Ventures II, L.P. ("TRV II"). The general partner of TRV II is Third Rock Ventures GP II, L.P. ("TRV GP II"). The general partner of TRV GP II is TRV GP II, LLC ("TRV GP II LLC"). The individual managers of TRV GP II LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP II, TRV GP II LLC, Levin, Starr and Tepper disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares. Each share of Series A Preferred Stock is convertible, at any time, at the holder's election, into Common Stock of the Issuer on a one-for-3.69 basis. In addition, effective upon the closing of the Issuer's initial public offering of its Common Stock, each share of preferred stock will automatically convert on a one-for-3.69 basis without payment or consideration. The preferred stock has no expiration date. These shares are directly held by Third Rock Ventures III, L.P. ("TRV III"). The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Levin, Starr and Tepper. Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares. Exhibit 24 (Power of Attorney) /s/ Kevin Gillis by power of attorney for Dr. Robert Tepper 2017-01-26 EX-24 2 attachment1.htm EX-24 DOCUMENT


                               POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Anna L. Barry and Kim C. Drapkin, each acting singly, his true
and lawful attorney-in-fact from the date hereof to:

      (1)   Execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or 10% shareholder of Jounce Therapeutics,
Inc. (the "Company"), forms and authentication documents for EDGAR Filing
Access;

      (2)   execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or 10% shareholder of the Company, Forms 3,
4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

      (3)   do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete the execution of any such Form 3,
4 or 5, complete and execute any amendment or amendments thereto, and the timely
filing of such form with the United States Securities and Exchange Commission
and any other authority; and

      (4)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interests of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary, and proper to be done in the exercise of any of the rights and powers
herein granted, as fully for all intents and purposes as the such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      By this Power of Attorney, the undersigned further revokes all previous
powers of attorney relating to the undersigned's obligations to file Forms 3, 4
and 5 in respect of the Company's securities under Section 16(a) of the
Securities Exchange Act of 1934 and related matters.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first set forth above.


                                          /s/ Robert Tepper
                                          -------------------------------
                                          Name: Robert Tepper