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