Luis Diaz - May 3, 2023 Form 4 Insider Report for Jounce Therapeutics, Inc. (JNCE)

Role
Director
Signature
/s/ Caroline Gammill, as attorney-in-fact
Stock symbol
JNCE
Transactions as of
May 3, 2023
Transactions value $
$0
Form type
4
Date filed
5/4/2023, 07:43 AM
Previous filing
Jun 28, 2022
Next filing
May 19, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -27.1K -100% 0 May 3, 2023 Common Stock 27.1K $14.78 Direct F1, F2
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -10.2K -100% 0 May 3, 2023 Common Stock 10.2K $7.92 Direct F2
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -15.7K -100% 0 May 3, 2023 Common Stock 15.7K $4.46 Direct F2
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -15.7K -100% 0 May 3, 2023 Common Stock 15.7K $7.58 Direct F2
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -15.7K -100% 0 May 3, 2023 Common Stock 15.7K $7.27 Direct F2
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -20K -100% 0 May 3, 2023 Common Stock 20K $2.80 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Luis Diaz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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") effective as of May 3, 2023 (the "Effective Time").
F2 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.