SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
TEPPER ROBERT I

(Last) (First) (Middle)
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2017
3. Issuer Name and Ticker or Trading Symbol
Jounce Therapeutics, Inc. [ JNCE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 542,005 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (2) (2) Common Stock 9,688,344 (2) I See Footnote(1)
Series A Preferred Stock (2) (2) Common Stock 3,048,780 (2) I See Footnote(3)
Explanation of Responses:
1. These shares are directly held by Third Rock Ventures II, L.P. ("TRV II"). The general partner of TRV II is Third Rock Ventures GP II, L.P. ("TRV GP II"). The general partner of TRV GP II is TRV GP II, LLC ("TRV GP II LLC"). The individual managers of TRV GP II LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP II, TRV GP II LLC, Levin, Starr and Tepper disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
2. Each share of Series A Preferred Stock is convertible, at any time, at the holder's election, into Common Stock of the Issuer on a one-for-3.69 basis. In addition, effective upon the closing of the Issuer's initial public offering of its Common Stock, each share of preferred stock will automatically convert on a one-for-3.69 basis without payment or consideration. The preferred stock has no expiration date.
3. These shares are directly held by Third Rock Ventures III, L.P. ("TRV III"). The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Levin, Starr and Tepper. Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
Remarks:
Exhibit 24 (Power of Attorney)
/s/ Kevin Gillis by power of attorney for Dr. Robert Tepper 01/26/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                               POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Anna L. Barry and Kim C. Drapkin, each acting singly, his true
and lawful attorney-in-fact from the date hereof to:

      (1)   Execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or 10% shareholder of Jounce Therapeutics,
Inc. (the "Company"), forms and authentication documents for EDGAR Filing
Access;

      (2)   execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or 10% shareholder of the Company, Forms 3,
4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

      (3)   do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete the execution of any such Form 3,
4 or 5, complete and execute any amendment or amendments thereto, and the timely
filing of such form with the United States Securities and Exchange Commission
and any other authority; and

      (4)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interests of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary, and proper to be done in the exercise of any of the rights and powers
herein granted, as fully for all intents and purposes as the such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      By this Power of Attorney, the undersigned further revokes all previous
powers of attorney relating to the undersigned's obligations to file Forms 3, 4
and 5 in respect of the Company's securities under Section 16(a) of the
Securities Exchange Act of 1934 and related matters.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first set forth above.


                                          /s/ Robert Tepper
                                          -------------------------------
                                          Name: Robert Tepper