Juno Therapeutics, Inc.
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Common Stock
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48205A109
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December 31, 2016
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CUSIP No. 48205A109
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13G | Page 2 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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ARCH Venture Fund VII, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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10,552,390
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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10,552,390
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,552,390
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 48205A109
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13G | Page 3 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
ARCH Venture Partners VII, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
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|||
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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0
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|||
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||||
6
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SHARED VOTING POWER
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10,552,390
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7
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SOLE DISPOSITIVE POWER
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0
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||||
8
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SHARED DISPOSITIVE POWER
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||
10,552,390
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|||
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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||
10,552,390
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|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.0%
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|||
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 48205A109
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13G | Page 4 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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ARCH Venture Partners VII, LLC
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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||||
6
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SHARED VOTING POWER
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10,552,390
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||||
7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
8
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SHARED DISPOSITIVE POWER
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||
10,552,390
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|
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|||
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|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,552,390
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.0%
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|||
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|
||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 48205A109
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13G | Page 5 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Keith Crandell
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
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|||
3
|
SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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50,824
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||||
6
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SHARED VOTING POWER
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10,552,390
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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50,824
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|||
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|
||||
8
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SHARED DISPOSITIVE POWER
|
|
|
||
10,552,390
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|
|
|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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||
10,603,214
|
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|
|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
10.0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
IN
|
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|||
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CUSIP No. 48205A109
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13G | Page 6 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
Clinton Bybee
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
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United States of America
|
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|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
50,824
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
10,552,390
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
50,824
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,552,390
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,603,214
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
10.0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
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CUSIP No. 48205A109
|
13G | Page 7 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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|
|||
Robert Nelsen
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
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62,824
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
10,552,390
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
62,824
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,552,390
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,615,214
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
10.0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
IN
|
|
|
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CUSIP No. 48205A109
|
13G | Page 8 of 12 Pages |
(a)
|
Amount beneficially owned:
ARCH Venture Fund VII is the record owner of 10,552,390 shares of Common Stock (the "Record Shares") as of December 31, 2016. AVP VII LP, as the sole general partner of ARCH Venture Fund VII, may be deemed to beneficially own the Record Shares. AVP VII LLC, as the sole general partner of AVP VII LP, may be deemed to beneficially own the Record Shares. As managing directors of AVP VII LLC, each Managing Director may also be deemed to share the power to direct the disposition and vote of the Record Shares. In addition, as of December 31, 2016, Crandell is the holder of 50,824 shares of Common Stock (the "Crandell Additional Shares"), Bybee is the holder of 50,824 shares of Common Stock (the "Bybee Additional Shares") and Nelsen is the holder of 50,824 shares of Common Stock (the "Nelsen Additional Shares"). Furthermore, Nelsen holds options to exercise 24,000 shares of Common Stock, of which 12,000 are vested as of December 31, 2016 or will vest within 60 days of December 31, 2016 (the "Vested Option Shares"). Furthermore, Nelsen is the holder of 1,770 Restricted Stock Units that are not reported because he does not hold voting power or dispositive power over such Restricted Stock Units as of December 31, 2016 or within 60 days of December 31, 2016.
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CUSIP No. 48205A109
|
13G | Page 9 of 12 Pages |
(b)
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Percent of class:
See line 11 of the cover sheets. The percentages set forth on the cover sheet for each Reporting Person (other than Nelsen) is based upon 105,871,441 shares of common stock outstanding as of November 2, 2016 as reported on the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2016. The percentage set forth on Nelsen's cover sheet was calculated based upon 105,871,441 shares of common stock outstanding as of November 2, 2016 as reported on the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2016 plus the Vested Option Shares.
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(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote:
See line 5 of the cover sheets.
|
|
(ii)
|
Shared power to vote or to direct the vote:
See line 6 of the cover sheets.
|
|
(iii)
|
Sole power to dispose or to direct the disposition:
See line 7 of the cover sheets.
|
|
(iv)
|
Shared power to dispose or to direct the disposition:
See line 8 of the cover sheets.
|
|
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
CUSIP No. 48205A109
|
13G | Page 10 of 12 Pages |
CUSIP No. 48205A109
|
13G | Page 11 of 12 Pages |
CUSIP No. 48205A109
|
13G | Page 12 of 12 Pages |