Barbara Gayle Duncan - 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: Feb 27, 2023
Next filing: May 9, 2023

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer	-34.3K	-100%	May 3, 2023	Common Stock	34.3K	$4.21	Direct	F1, F2
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer	-10.8K	-100%	May 3, 2023	Common Stock	10.8K	$9.56	Direct	F2
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer	-13.6K	-100%	May 3, 2023	Common Stock	13.6K	$7.92	Direct	F2
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer	-15.7K	-100%	May 3, 2023	Common Stock	15.7K	$4.46	Direct	F2
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer	-15.7K	-100%	May 3, 2023	Common Stock	15.7K	$7.58	Direct	F2
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer	-15.7K	-100%	May 3, 2023	Common Stock	15.7K	$7.27	Direct	F2
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer	-20K	-100%	May 3, 2023	Common Stock	20K	$2.80	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Barbara Gayle Duncan 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.

Content

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").

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.