X0206 3 2014-02-04 0 0001457612 GENOCEA BIOSCIENCES, INC. GNCA 0001592843 Lux Capital Management, LLC 295 MADISON AVENUE, 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001592842 Lux Venture Associates II, LLC 295 MADISON AVENUE, 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001592756 Lux Venture Partners II, L.P. 295 MADISON AVENUE, 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001592813 Lux Ventures II Sidecar II LLC 295 MADISON AVENUE, 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001343943 Lux Ventures II Sidecar LP 295 MADISON AVENUE, 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001592755 Lux Ventures II, L.P. 295 MADISON AVENUE, 24TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 84033 D Seed Preferred Stock Common Stock 178732 D Series A Preferred Stock Common Stock 705357 D Series B Preferred Stock Common Stock 215257 D Series C Preferred Stock Common Stock 428502 D Warrants to purchase Series A Preferred Stock Series A Preferred Stock 587931 D The Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are each convertible into common stock at any time at the holder's election and upon the consummation of a qualified public offering of the registrant. There is no expiration date for any series of preferred stock. The Series B Preferred Stock has an accruing cumulative dividend that accrues at a rate of 8% per year from the Series B Preferred Stock issuance date. Upon the anticipated closing of the registrant's initial public offering, approximately 54,304 shares of common stock will be issued to the Reporting Persons in connection with the Series B Preferred Stock accruing cumulative dividend. 79,470 shares of Common Stock, 169,027 shares of Seed Preferred Stock, 416,402 shares of Series A Preferred Stock, 114,192 shares of Series B Preferred Stock, 227,316 shares of Series C Preferred Stock and warrants exercisable for 564,269 shares of Series A Preferred Stock are directly owned by Lux Ventures II, L.P. ("LV-II"); 4,563 shares of Common Stock, 9,705 shares of Seed Preferred Stock, 17,462 shares of Series A Preferred Stock, 4,788 shares of Series B Preferred Stock, 9,532 shares of Series C Preferred Stock and warrants exercisable for 23,662 shares of Series A Preferred Stock are directly owned by Lux Ventures II Sidecar, L.P. ("Sidecar"); 271,493 shares of Series A Preferred Stock, 96,277 shares of Series B Preferred Stock and 191,654 shares of Series C Preferred Stock are directly owned by Lux Ventures II Sidecar II LLC ("Sidecar II" and, together with Sidecar and LV-II, the "Lux Funds"). Lux Venture Partners II, L.P. ("LVP-II") is the general partner of LV-II and Sidecar and the manager of Sidecar II. Lux Venture Associates II, LLC ("LVA-II") is the general partner of LVP-II and Lux Capital Management, LLC ("LCM LLC") is the sole member of LVA-II. Robert Paull, Joshua Wolfe and Peter Hebert are the individual managers of LCM LLC (the "Individual Managers"). LVP-II, LVA-II and LCM LLC disclaim beneficial ownership of such shares, and this report shall not be deemed admission of beneficial ownership of such shares for purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein. LCM LLC, as sole member of LVA-II, may be deemed to share voting and investment powers for the shares held by LV-II and Sidecar. As one of three individual managers, each Individual Manager disclaims beneficial ownership over the shares reported herein, and in all events disclaims beneficial ownership, and this report shall not be deemed an admission of beneficial ownership for the purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein. The warrants to purchase Series A Preferred Stock are exercisable at any time at the holder's election, and have an expiration date on the later of February 11, 2014 or the consummation of an initial public offering of the registrant. After giving effect to the conversion of registrant's preferred stock upon the consummation of the initial public offering of the registrant, the warrants to purchase Series A Preferred Stock owned by LV-II and Sidecar shall become exercisable for 47,417 shares of common stock and 1,988 shares of common stock, respectively. Exhibit ListExhibit 24 - Power of Attorney /s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Capital Management, LLC 2014-02-04 /s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Venture Associates II, LLC 2014-02-04 /s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Venture Partners II, L.P. 2014-02-04 /s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Ventures II, L.P. 2014-02-04 /s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Ventures II Sidecar, L.P. 2014-02-04 /s/ Robert E. Farrell, Jr., as attorney-in-fact for Lux Ventures II Sidecar II, LLC 2014-02-04