Kimberlee C. Drapkin - May 3, 2023 Form 4 Insider Report for Jounce Therapeutics, Inc. (JNCE)

Role
President, CFO and Treasurer
Signature
/s/ Kimberlee C. Drapkin
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
Jan 11, 2023
Next filing
Jun 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JNCE Common Stock Disposition pursuant to a tender of shares in a change of control transaction -25.8K -39.01% 40.3K May 3, 2023 Direct F1, F2
transaction JNCE Common Stock Disposition pursuant to a tender of shares in a change of control transaction -40.3K -100% 0 May 3, 2023 Direct F3

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 -206K -100% 0 May 3, 2023 Common Stock 206K $2.36 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -8.13K -100% 0 May 3, 2023 Common Stock 8.13K $4.02 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -77.2K -100% 0 May 3, 2023 Common Stock 77.2K $9.56 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -97.5K -100% 0 May 3, 2023 Common Stock 97.5K $23.98 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -44.5K -100% 0 May 3, 2023 Common Stock 44.5K $4.40 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -53.4K -100% 0 May 3, 2023 Common Stock 53.4K $6.55 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -44.5K -100% 0 May 3, 2023 Common Stock 44.5K $11.89 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -55K -100% 0 May 3, 2023 Common Stock 55K $7.56 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kimberlee C. Drapkin 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") effectve as of May 3, 2023 (the "Effective Time").
F2 Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and unvested restricted stock unit settleable in Shares (each, a "Company RSU") vested in full, was cancelled and converted into the right to receive (i) the product of (A) the total number of Shares then underlying such Company RSU multiplied by (B) $1.85 in cash (the "Offer Price") without interest and subject to applicable withholding taxes and (ii) one contingent value right for each Share subject thereto.
F3 Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $1.85 in cash (the "Offer Price") without interest and subject to applicable withholding taxes and (ii) one contingent value right.
F4 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.