Sec Form 13G Filing - Third Rock Ventures II L.P. @ Jounce Therapeutics Inc.

Sec Form 13G Filing - Third Rock Ventures II L.P. filing for Jounce Therapeutics Inc. (JNCE) - 2023-02-14

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3 )*

Jounce Therapeutics, Inc.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

481116101

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 481116101		SCHEDULE 13G		Page 2 of 12 Pages

(1)	The percent of class was calculated based on 51,694,237 shares of common stock issued and outstanding as of November 7, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.


CUSIP No. 481116101		SCHEDULE 13G		Page 3 of 12 Pages


CUSIP No. 481116101		SCHEDULE 13G		Page 4 of 12 Pages


CUSIP No. 481116101		SCHEDULE 13G		Page 5 of 12 Pages


CUSIP No. 481116101		SCHEDULE 13G		Page 6 of 12 Pages


CUSIP No. 481116101		SCHEDULE 13G		Page 7 of 12 Pages


CUSIP No. 481116101		SCHEDULE 13G		Page 8 of 12 Pages


CUSIP No. 481116101		SCHEDULE 13G		Page 9 of 12 Pages

Item 1.

Issuer

(a) Name of Issuer:

Jounce Therapeutics, Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

780 Memorial Drive

Cambridge, Massachusetts 02139

Item 2.

Filing Person

(a) –

(i)	Third Rock Ventures II, L.P. (“TRV II”);

(ii)	Third Rock Ventures GP II, L.P. (“TRV GP II”), which is the sole general partner of TRV II;

(iii)

TRV GP II, LLC (“TRV GP II LLC”), which is the sole general partner of TRV GP II;

(iv)	Third Rock Ventures III, L.P. (“TRV III”);

(v)	Third Rock Ventures GP III, L.P. (“TRV GP III”), which is the sole general partner of TRV III;

(vi)	TRV GP III, LLC (“TRV GP III LLC”), which is the sole general partner of TRV GP III; and

(vii)

Robert I. Tepper (“Tepper,” and collectively with TRV II, TRV GP II, TRV GP II LLC, TRV III, TRV GP III and TRV GP III LLC, the “Reporting Persons”), the managing member of TRV GP II LLC and TRV GP III LLC.

The address of the principal business office of each of the Reporting Persons is Third Rock Ventures, LLC, 201 Brookline Ave, Suite 1401, Boston, MA 02215.

Each of TRV II, TRV GP II, TRV III and TRV GP III is a Delaware limited partnership. Each of TRV GP II LLC and TRV GP III LLC is a Delaware limited liability company. Tepper is a United States citizen.

(d)	Title of Class of Securities:

Common stock, $0.001 par value per share, (the “Common Stock”)

(e)	CUSIP Number:

481116101

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:



(a)	☐	Broker or dealer registered under Section 15 of the Act;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. 481116101		SCHEDULE 13G		Page 10 of 12 Pages

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item	4. Ownership.

(a)

and (b) Amount beneficially owned:

(i)

Each of the Reporting Persons (other than Tepper) own 0 shares of Common Stock.

(ii)

Tepper owns 335,533 shares of Common Stock through a trust.

(c)	Number of shares as to which such person has:


	Number of Shares of Common Stock
Reporting Person	(i)		(ii)		(iii)		(iv)
TRV II		0		0		0		0
TRV GP II		0		0		0		0
TRV GP II LLC		0		0		0		0
TRV III		0		0		0		0
TRV GP III		0		0		0		0
TRV GP III LLC		0		0		0		0
Tepper		335,533		0		335,533		0

(i)	Sole power to vote or direct the vote

(ii)	Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)	Shared power to dispose or to direct the disposition of

The percent of class was calculated based on 51,694,237 shares of common stock issued and outstanding as of November 7, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.


CUSIP No. 481116101		SCHEDULE 13G		Page 11 of 12 Pages

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.


CUSIP No. 481116101		SCHEDULE 13G		Page 12 of 12 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2023

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THIRD ROCK VENTURES II, L.P.

By: THIRD ROCK VENTURES GP II, L.P.,
General Partner

By: TRV GP II, LLC,
General Partner

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

THIRD ROCK VENTURES GP II, L.P.
By: TRV GP II, LLC,
General Partner

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

TRV GP II, LLC

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

THIRD ROCK VENTURES III, L.P.

By: THIRD ROCK VENTURES GP III, L.P.,
General Partner

By: TRV GP III, LLC,
General Partner

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer


THIRD ROCK VENTURES GP III, L.P.

By: TRV GP III, LLC,
General Partner

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

TRV GP III, LLC

By:		/s/ Kevin Gillis
Kevin Gillis
Chief Operating Officer

ROBERT I. TEPPER

/s/ Kevin Gillis, As attorney-in-fact
Robert I. Tepper

NAMES OF REPORTING PERSONS

Third Rock Ventures II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware