0001640455-23-000107.txt : 20230504 0001640455-23-000107.hdr.sgml : 20230504 20230504074324 ACCESSION NUMBER: 0001640455-23-000107 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230503 FILED AS OF DATE: 20230504 DATE AS OF CHANGE: 20230504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drapkin Kimberlee C CENTRAL INDEX KEY: 0001340881 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37998 FILM NUMBER: 23886549 MAIL ADDRESS: STREET 1: PREDIX PHARMACEUTICALS HOLDINGS, INC. STREET 2: 4 MAGUIRE ROAD CITY: LEXINGTON STATE: MA ZIP: 02421 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jounce Therapeutics, Inc. CENTRAL INDEX KEY: 0001640455 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 454870634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 780 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 857-259-3840 MAIL ADDRESS: STREET 1: 780 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 wf-form4_168320059150670.xml FORM 4 X0407 4 2023-05-03 1 0001640455 Jounce Therapeutics, Inc. JNCE 0001340881 Drapkin Kimberlee C C/O JOUNCE THERAPEUTICS, INC. 780 MEMORIAL DRIVE CAMBRIDGE MA 02139 0 1 0 0 President, CFO and Treasurer 0 Common Stock 2023-05-03 4 U 0 25751 D 40267 D Common Stock 2023-05-03 4 U 0 40267 D 0 D Stock Option (Right to Buy) 2.36 2023-05-03 4 D 0 206005 D Common Stock 206005.0 0 D Stock Option (Right to Buy) 4.02 2023-05-03 4 D 0 8130 D Common Stock 8130.0 0 D Stock Option (Right to Buy) 9.56 2023-05-03 4 D 0 77235 D Common Stock 77235.0 0 D Stock Option (Right to Buy) 23.98 2023-05-03 4 D 0 97500 D Common Stock 97500.0 0 D Stock Option (Right to Buy) 4.4 2023-05-03 4 D 0 44500 D Common Stock 44500.0 0 D Stock Option (Right to Buy) 6.55 2023-05-03 4 D 0 53400 D Common Stock 53400.0 0 D Stock Option (Right to Buy) 11.89 2023-05-03 4 D 0 44500 D Common Stock 44500.0 0 D Stock Option (Right to Buy) 7.56 2023-05-03 4 D 0 55000 D Common Stock 55000.0 0 D This Form 4 reports securities disposed of pursuant to the terms of the Merger Agreement entered into by and among the Issuer, Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub, Inc., a direct and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of March 26, 2023 (the "Merger Agreement"), pursuant to which Merger Sub completed a tender offer for the shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effectve as of May 3, 2023 (the "Effective Time"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and unvested restricted stock unit settleable in Shares (each, a "Company RSU") vested in full, was cancelled and converted into the right to receive (i) the product of (A) the total number of Shares then underlying such Company RSU multiplied by (B) $1.85 in cash (the "Offer Price") without interest and subject to applicable withholding taxes and (ii) one contingent value right for each Share subject thereto. Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $1.85 in cash (the "Offer Price") without interest and subject to applicable withholding taxes and (ii) one contingent value right. Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of $1.85 over the applicable exercise price per Share under such Company Stock Option and (ii) one contingent value right for each Share subject thereto. /s/ Kimberlee C. Drapkin 2023-05-04