Richard /Ca/ Murray - May 3, 2023 Form 4 Insider Report for Jounce Therapeutics, Inc. (JNCE)

Role: Director
Signature: /s/ Caroline G. Gammill, by power of attorney
Stock symbol: JNCE
Transactions as of: May 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/4/2023, 07:44 AM
Previous filing: Apr 6, 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		-189K	-100%		1	May 3, 2023	Direct	F1, F2

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		-665K	-100%		0	May 3, 2023	Common Stock	665K	$0.48	Direct	F3
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer		-166K	-100%		0	May 3, 2023	Common Stock	166K	$2.36	Direct	F3
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer		-54.2K	-100%		0	May 3, 2023	Common Stock	54.2K	$4.02	Direct	F3
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer		-183K	-100%		0	May 3, 2023	Common Stock	183K	$9.56	Direct	F3
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer		-200K	-100%		0	May 3, 2023	Common Stock	200K	$23.98	Direct	F3
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer		-125K	-100%		0	May 3, 2023	Common Stock	125K	$4.40	Direct	F3
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer		-150K	-100%		0	May 3, 2023	Common Stock	150K	$6.55	Direct	F3
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer		-150K	-100%		0	May 3, 2023	Common Stock	150K	$11.89	Direct	F3
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer		-15K	-100%		0	May 3, 2023	Common Stock	15K	$12.67	Direct	F3
transaction	JNCE	Stock Option (Right to Buy)	Disposed to Issuer		-175K	-100%		0	May 3, 2023	Common Stock	175K	$7.56	Direct	F3

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

Richard /Ca/ Murray 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	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.