0000904454-14-000582.txt : 20140815
0000904454-14-000582.hdr.sgml : 20140815
20140815112249
ACCESSION NUMBER: 0000904454-14-000582
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140813
FILED AS OF DATE: 20140815
DATE AS OF CHANGE: 20140815
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
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 ACORN PARK DRIVE
CITY: CAMBRIDGE
STATE: MA
ZIP: 02140
BUSINESS PHONE: 617-876-8191
MAIL ADDRESS:
STREET 1: 100 ACORN PARK DRIVE
CITY: CAMBRIDGE
STATE: MA
ZIP: 02140
FORMER COMPANY:
FORMER CONFORMED NAME: GENOCEA BIOSCIENCES INC
DATE OF NAME CHANGE: 20090304
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Polaris Venture Partners Special Founders' Fund V, L.P.
CENTRAL INDEX KEY: 0001439586
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36289
FILM NUMBER: 141045588
BUSINESS ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-290-0770
MAIL ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Polaris Venture Partners Founders' Fund V, L.P.
CENTRAL INDEX KEY: 0001439588
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36289
FILM NUMBER: 141045589
BUSINESS ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-290-0770
MAIL ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Polaris Venture Partners Entrepreneurs' Fund V, L.P.
CENTRAL INDEX KEY: 0001439587
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36289
FILM NUMBER: 141045590
BUSINESS ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-290-0770
MAIL ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Polaris Venture Partners V, L.P.
CENTRAL INDEX KEY: 0001439590
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36289
FILM NUMBER: 141045591
BUSINESS ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-290-0770
MAIL ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Polaris Venture Management Co. V, L.L.C.
CENTRAL INDEX KEY: 0001439589
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36289
FILM NUMBER: 141045592
BUSINESS ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-290-0770
MAIL ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2014-08-13
0001457612
GENOCEA BIOSCIENCES, INC.
GNCA
0001439589
Polaris Venture Management Co. V, L.L.C.
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET SUITE 3350
WALTHAM
MA
02451
0
0
1
0
0001439590
Polaris Venture Partners V, L.P.
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET SUITE 3350
WALTHAM
MA
02451
0
0
1
0
0001439587
Polaris Venture Partners Entrepreneurs' Fund V, L.P.
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET SUITE 3350
WALTHAM
MA
02451
0
0
1
0
0001439588
Polaris Venture Partners Founders' Fund V, L.P.
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET SUITE 3350
WALTHAM
MA
02451
0
0
1
0
0001439586
Polaris Venture Partners Special Founders' Fund V, L.P.
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET SUITE 3350
WALTHAM
MA
02451
0
0
1
0
Common Stock
2014-08-13
4
S
0
2905
13.00
D
2061983
I
By the Polaris Funds
Common Stock
2014-08-14
4
S
0
6755
13.01
D
2055228
I
By the Polaris Funds
Consists of 2,803 shares sold by Polaris Venture Partners V, LP ("PVP-V"); 55 shares sold by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVP-E"); 19 shares sold by Polaris Venture Partners Founders' Fund V, L.P. ("PVP-F"); and 28 shares sold by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVP-S"). PVP-V, PVP-E, PVP-F and PVP-S may be referred to herein collectively as the "Polaris Funds".
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.01. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Consists of 1,989,680 shares directly beneficially owned by PVP-V; 38,775 shares directly beneficially owned by PVP-E; 13,630 shares directly beneficially owned by PVP-F; and 19,898 shares directly beneficially owned by PVP-S.
North Star Venture Management 2000, LLC directly or indirectly provides investment advisory services to various venture capital funds, including the Polaris Funds. Jonathan Flint and Terrance McGuire, managing members of North Star Venture Management 2000, LLC, exercise voting and investment power with respect to North Star Venture Management, 2000. Each of the Polaris Funds has the sole voting and investment power with respect to the shares of the Issuer directly held by the applicable Polaris Fund. The respective general partners of the Polaris Funds may be deemed to have sole voting and investment power with respect to the shares held by such funds. The respective general partners disclaim beneficial ownership of all the shares held by the Polaris Funds, and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary (footnote continued in Remarks)
Jonathan Flint and Terrance McGuire, managing members of Polaris Venture Management Co. V, L.L.C., exercise voting and investment power with respect to Polaris Venture Management Co. V, L.L.C. As members of the general partner and North Star Venture Management 2000, LLC, the Polaris Management Members may be deemed to share voting and investment powers for the shares held by the Polaris Funds. The Polaris Management Members disclaim beneficial ownership of all such shares held by the funds and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein. Kevin Bitterman, a director of the Issuer, has an assignee interest in Polaris Venture Management Co. V, L.L.C. To the extent that he is deemed to share voting and investment powers with respect to the shares held by the Polaris Funds, Dr. Bitterman (footnote continued in Remarks)
Consists of 6,518 shares sold by PVP-V; 127 shares sold by PVP-E; 45 shares sold by PVP-F; and 65 shares sold by PVP-S.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.06. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Consists of 1,983,162 shares directly beneficially owned by PVP-V; 38,648 shares directly beneficially owned by PVP-E; 13,585 shares directly beneficially owned by PVP-F; and 19,833 shares directly beneficially owned by PVP-S.
(footnote (4) continued)
interests therein. The members of North Star Venture Management 2000, LLC (the "Polaris Management Members") are also members of Polaris Venture Management Co. V, L.L.C. (the general partner of each of the Polaris Funds).
(footnote (5) continued)
disclaims beneficial ownership of all the shares held by the funds and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose, except to the extent of his proportionate pecuniary interest therein.
/s/Robert E. Farrell, Jr., attorney-in-fact for Polaris Venture Management Co. V, L.L.C.
2014-08-14
/s/Robert E. Farrell, Jr., attorney-in-fact for Polaris Venture Partners V, L.P.
2014-08-14
/s/Robert E. Farrell, Jr., attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P.
2014-08-14
/s/Robert E. Farrell, Jr., attorney-in-fact for Polaris Venture Partners Founders' Fund V, L.P.
2014-08-14
/s/Robert E. Farrell, Jr., attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, L.P.
2014-08-14