0001179110-14-002555.txt : 20140211 0001179110-14-002555.hdr.sgml : 20140211 20140211215705 ACCESSION NUMBER: 0001179110-14-002555 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: 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: 14596347 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: 14596349 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: 14596348 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: 14596350 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: 14596346 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 FORM 4 - X0306 4 2014-02-10 0 0001457612 GENOCEA BIOSCIENCES, INC. GNCA 0001439589 Polaris Venture Management Co. V, L.L.C. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439587 Polaris Venture Partners Entrepreneurs' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439588 Polaris Venture Partners Founders' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439586 Polaris Venture Partners Special Founders' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439590 Polaris Venture Partners V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 Common Stock 2014-02-10 4 C 0 178731 A 178731 I See footnotes Common Stock 2014-02-10 4 C 0 705356 A 884087 I See footnotes Common Stock 2014-02-10 4 C 0 490474 A 1374561 I See footnotes Common Stock 2014-02-10 4 C 0 510516 A 1885077 I See footnotes Common Stock 2014-02-10 4 C 0 10781 A 1895858 I See footnotes Common Stock 2014-02-10 4 P 0 232820 12 A 2128678 I See footnotes Seed Preferred Stock 2014-02-10 4 C 0 2126923 0 D Common Stock 178371 0 I See footnotes Series A Preferred Stock 2014-02-10 4 C 0 8393754 0 D Common Stock 705356 0 I See footnotes Series B Preferred Stock 2014-02-10 4 C 0 5836663 0 D Common Stock 490474 0 I See footnotes Series C Preferred Stock 2014-02-10 4 C 0 6075152 0 D Common Stock 510516 0 I See footnotes Warrants to purchase Series A Preferred Stock 2014-02-10 4 X 0 399909 0 D Common Stock 10781 0 I See footnotes Upon closing of the Issuer's initial public offering, each share of Seed Preferred Stock, Series A Preferred Stock and Series C Preferred Stock converted automatically into common stock on a 1-for-11.9 basis into the number of shares 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. 2,052,341 shares of Seed Preferred Stock, 8,099,422 shares of Series A Preferred Stock, 5,631,998 shares of Series B Preferred Stock, 5,862,122 shares of Series C Preferred Stock and warrants exercisable for 385,887 shares of Series A Preferred Stock were owned directly by Polaris Venture Partners V, L.P. ("PVP-V"); 40,000 shares of Seed Preferred Stock, 157,857 shares of Series A Preferred Stock, 109,768 shares of Series B Preferred Stock, 114,252 shares of Series C Preferred Stock and warrants exercisable for 7,520 shares of Series A Preferred Stock were owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVP-E"); 14,059 shares of Seed Preferred Stock, 55,483 shares of Series A Preferred Stock, 38,578 shares of Series B Preferred Stock, 40,156 shares of Series C Preferred Stock and warrants exercisable for 2,643 shares of Series A Preferred Stock were owned directly by Polaris Venture Partners Founders' Fund V, L.P. ("PVP-F"). 20,523 shares of Seed Preferred Stock, 80,992 shares of Series A Preferred Stock, 56,319 shares of Series B Preferred Stock, 58,622 shares of Series C Preferred Stock and warrants exercisable for 3,589 shares of Series A Preferred Stock were owned directly by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVP-S" and, together with PVP-V, PVP-E and PVP-F, the "Polaris Funds"). After the conversions listed herein, PVP-V owns 1,829,384 shares of common stock, PVP-E owns 35,652 shares of common stock, PVP-F owns 12,529 shares of common stock and PVP-S owns 18,291 shares of common stock. 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, LLC. Each of the Polaris Funds has the sole voting and investment power with respect to the shares of the Issuer directly held by such 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 shares reported herein, 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. 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). 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 and theis 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 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 power with respect to the shares held by the Polaris Funds, Dr. Bitterman disclaims beneficial ownership of such shares and this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose, except to the extent of his proportionate pecuniary interest therein. The warrants to purchase Series A Preferred Stock were exercisable at any time at the holder's election, and had an expiration date on the later of February 11, 2014 or the consummation of an initial public offering of the Issuer. After giving effect to the conversion of the Issuer's preferred stock upon consummation of the initial public offering of the Issuer, the warrants to purchase Series A Preferred Stock owned by PVP-V, PVP-E, PVP-F and PVP-S became exercisable for 10,405 shares of common stock, 202 shares of common stock, 71 shares of common stock and 103 shares of common stock, respectively, and were exercised in exchange for such shares on a net basis upon the closing of the Issuer's initial public offering. Upon the closing of the Issuer's initial public offering, 224,655 shares of common stock were issued to PVP-V, 4,379 shares of common stock were issued to PVP-E, 1,539 shares of common stock were issued to PVP-F and 2,247 shares of common stock were issued to PVP-S at the initial public offering price of $12.00 per share. /s/ Robert E. Farrell, Jr., as attorney-in-fact for Polaris Venture Mangement Co. V, L.L.C. 2014-02-11 /s/ Robert E. Farrell, Jr., as attorney-in-fact for Polaris Venture Partners V, L.P. 2014-02-11 /s/ Robert E. Farrell, Jr., as attorney-in-fact for Polaris Venture Partners Founders' Fund V, L.P. 2014-02-11 /s/ Robert E. Farrell, Jr., as attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, L.P. 2014-02-11 /s/ Robert E. Farrell, Jr., as attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P. 2014-02-11