Robert Kamen - 03 May 2023 Form 4 Insider Report for Jounce Therapeutics, Inc.

Role
Director
Signature
/s/ Caroline Gammill, as attorney-in-fact
Issuer symbol
N/A
Transactions as of
03 May 2023
Net transactions value
$0
Form type
4
Filing time
04 May 2023, 07:44:21 UTC
Previous filing
28 Jun 2022
SEC
View on sec.gov

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 -60,975 -100% 0 03 May 2023 Direct F1, F2
transaction JNCE Common Stock Disposition pursuant to a tender of shares in a change of control transaction -33,875 -100% 0 03 May 2023 See Footnote F2, 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 -10,840 -100% 0 03 May 2023 Common Stock 10,840 $9.56 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -13,550 -100% 0 03 May 2023 Common Stock 13,550 $7.92 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -15,700 -100% 0 03 May 2023 Common Stock 15,700 $4.46 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -15,700 -100% 0 03 May 2023 Common Stock 15,700 $7.58 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -15,700 -100% 0 03 May 2023 Common Stock 15,700 $7.27 Direct F4
transaction JNCE Stock Option (Right to Buy) Disposed to Issuer -20,000 -100% 0 03 May 2023 Common Stock 20,000 $2.80 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert Kamen 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 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.
F3 Shares held by The Robert Kamen 2012 Irrevocable Trust, of which the Reporting Person's spouse is a trustee.
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 the Offer Price over the applicable exercise price per Share under such Company Stock Option and (ii) one contingent value right for each Share subject thereto.