Amended Statement of Beneficial Ownership (sc 13d/a)
May 05 2023 - 4:35PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the securities exchange
act of 1934
(amendment no. 4)*
Jounce Therapeutics,
Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
481116101
(CUSIP Number)
Ryan A. Murr
James J. Moloney
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 3, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
*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 |
| 1 |
NAMES
OF REPORTING PERSONS
TANG CAPITAL PARTNERS, LP
|
| 2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
x
(b) o
|
| 3 |
SEC USE
ONLY |
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
|
| 5 |
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0
|
| 8 |
SHARED
VOTING POWER
10,000
|
| 9 |
SOLE
DISPOSITIVE POWER
0
|
| 10 |
SHARED
DISPOSITIVE POWER
10,000
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
|
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
|
| 14 |
TYPE
OF REPORTING PERSON
PN
|
| CUSIP No. 481116101 |
| 1 |
NAMES
OF REPORTING PERSONS
TANG CAPITAL MANAGEMENT, LLC
|
| 2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
x
(b) o
|
| 3 |
SEC USE
ONLY |
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
|
| 5 |
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0
|
| 8 |
SHARED
VOTING POWER
10,000
|
| 9 |
SOLE
DISPOSITIVE POWER
0
|
| 10 |
SHARED
DISPOSITIVE POWER
10,000
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
|
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
|
| 14 |
TYPE
OF REPORTING PERSON
OO
|
| CUSIP No. 481116101 |
| 1 |
NAMES
OF REPORTING PERSONS
KEVIN TANG
|
| 2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
x
(b) o
|
| 3 |
SEC USE
ONLY |
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
|
| 5 |
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0
|
| 8 |
SHARED
VOTING POWER
10,000
|
| 9 |
SOLE
DISPOSITIVE POWER
0
|
| 10 |
SHARED
DISPOSITIVE POWER
10,000
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
|
| 12 |
TYPE
OF REPORTING PERSON
IN
|
| CUSIP No. 481116101 |
| 1 |
NAMES
OF REPORTING PERSONS
Concentra
Biosciences, LLC
|
| 2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
x
(b) o
|
| 3 |
SEC USE
ONLY |
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF
|
| 5 |
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0
|
| 8 |
SHARED
VOTING POWER
10,000
|
| 9 |
SOLE
DISPOSITIVE POWER
0
|
| 10 |
SHARED
DISPOSITIVE POWER
10,000
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
|
| 12 |
TYPE
OF REPORTING PERSON
OO
|
| CUSIP No. 481116101 |
| 1 |
NAMES
OF REPORTING PERSONS
Concentra
MERGER SUB, INC.
|
| 2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
x
(b) o
|
| 3 |
SEC USE
ONLY |
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF
|
| 5 |
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0
|
| 8 |
SHARED
VOTING POWER
0
|
| 9 |
SOLE
DISPOSITIVE POWER
0
|
| 10 |
SHARED
DISPOSITIVE POWER
0
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
|
| 12 |
TYPE
OF REPORTING PERSON
CO
|
Explanatory
Note
This Schedule 13D/A (this “Amendment No. 4”)
relates to the common stock, par value $0.001 per share (the “Common Stock”) of Jounce Therapeutics, Inc., a Delaware
corporation (the “Issuer”) and amends the Schedule 13D (the “Original Schedule 13D”) filed on March
14, 2023, as amended by Amendment No. 1 to the Original Schedule 13D filed on March 17, 2023, Amendment No. 2 to the Original Schedule
13D filed on March 28, 2023, and Amendment No. 3 to the Original Schedule 13D filed on April 7, 2023 (as amended, the “Statement”
or “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in
the Schedule 13D.
Items 4, 5 and 7 of the Statement are hereby amended and
supplemented to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Statement
shall remain unchanged. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms
in the Statement.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is amended by adding the following:
“Closing of the
Merger
As previously disclosed,
each of Concentra, the Issuer and Merger Sub entered into the Merger Agreement, which provides for an Offer by Merger Sub for all of
the Issuer’s Common Stock. The Offer commenced on April 5, 2023. On May 3, 2023, the Offer expired and Merger Sub accepted for
purchase a total of 36,367,727 shares tendered and not withdrawn, representing approximately 69.0926% of the total shares of the Issuer
issued and outstanding. Following the expiration of the Offer, Merger Sub merged with and into the Issuer on May 3, 2023, pursuant to
Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Merger Sub issued and
outstanding immediately before the Effective Time automatically converted into and became one validly issued, fully paid and non-assessable
share of common stock, par value $0.0001 per share, of the Issuer (representing 10,000 shares in the aggregate) (the “Merger”),
with the Issuer surviving as a wholly owned subsidiary of Concentra.
As a result of the Offer
and the Merger, Concentra acquired a total of 10,000 shares of Common Stock in exchange for the Offer Price, representing an
aggregate purchase price of $97,377,034.75 in cash and 60,142,813 CVRs.”
| Item 5. | Interest in Securities of the Issuer |
(a) – (b) is hereby
restated in its entirety as follows:
“Items 7 through 11
and 13 of the cover page of this Amendment No. 4 are incorporated herein by reference.”
(c) is hereby restated in
its entirety as follows:
“Except as described
in this Amendment No. 4, neither the Reporting Persons has acquired or disposed of any shares of Common Stock during the past 60 days.”
(d) is hereby restated in
its entirety as follows:
“Not applicable.”
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit 3: |
Acquisition Proposal Extension, dated March 17, 2023, sent from Concentra to the Issuer (previously filed) |
| |
|
| Exhibit 4: |
Agreement and Plan of Merger,
dated March 26, 2023, by and among Jounce Therapeutics, Inc., Concentra Biosciences, LLC and Concentra Merger Sub, Inc. (incorporated
by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on March 27, 2023) (previously filed) |
| |
|
| Exhibit 5: |
Schedule TO (incorporated by
reference to that certain Schedule TO filed by Merger Sub with the SEC on April 5, 2023) (previously filed) |
| |
|
| Exhibit 6: |
Offer to Purchase, dated
April 5, 2023 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Merger Sub with the SEC on April 5, 2023)
(previously filed) |
| Exhibit 7: |
Form of
Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO filed by Merger Sub with the SEC on April
5, 2023) (previously filed) |
| |
|
| Exhibit 8: |
Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO
filed by Merger Sub with the SEC on April 5, 2023) (previously filed) |
| |
|
| Exhibit 9: |
Form of Letter to Clients
for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to
the Schedule TO filed by Merger Sub with the SEC on April 5, 2023) (previously filed) |
| |
|
| Exhibit 10: |
Mutual Confidentiality
Agreement, dated March 15, 2023, by and among the Issuer, TCP and Concentra (incorporated by reference to Exhibit (d)(2) to the
Schedule TO filed by Merger Sub with the SEC on April 5, 2023) (previously filed) |
| |
|
| Exhibit 11: |
Form of Contingent Value
Rights Agreement (incorporated by reference to Exhibit (d)(3) to the Schedule TO filed by Merger Sub with the SEC on April 5, 2023) (previously filed) |
| |
|
| Exhibit 12: |
Equity Commitment and
Guarantee Letter, dated March 26, 2023, by TCP in favor of Concentra and TCP (incorporated by reference to Exhibit (d)(4) to the
Schedule TO filed by Merger Sub with the SEC on April 5, 2023) (previously filed) |
| |
|
| Exhibit 13: |
Joint Filing Agreement, dated April 7, 2023, by and among the Reporting Persons (previously filed) |
| |
|
Exhibit 14 |
Supplement to the Offer to Purchase, dated April 25, 2023 (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO-T/A filed by Merger Sub with the SEC on April 25, 2023) |
| |
|
Exhibit 15 |
Amended and Restated Offer to Purchase, dated April 25, 2023 (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO-T/A filed by Merger Sub with the SEC on April 25, 2023) |
| |
|
Exhibit 16 |
Supplement No. 2 to the Offer to Purchase, dated April 28, 2023 (incorporated by reference to Exhibit (a)(1)(G) to the Schedule TO-T/A filed by Merger Sub with the SEC on April 28, 2023) |
| |
|
Exhibit 17 |
Contingent Value Rights Agreement, dated May 3, 2023, by and among Parent, Purchaser, the Rights Agent and the Representative (incorporated by reference to Exhibit (a)(1)(G) to the Schedule TO-T/A filed by Merger Sub with the SEC on May 4, 2023) |
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.
| TANG CAPITAL PARTNERS, LP |
|
| |
|
|
| By: Tang Capital Management, LLC, its General Partner |
|
| |
|
|
| By: |
/s/ Kevin Tang |
|
|
Kevin Tang, Manager |
|
| |
|
|
| TANG CAPITAL MANAGEMENT, LLC |
|
| |
|
|
| By: |
/s/ Kevin Tang |
|
|
Kevin Tang, Manager |
|
| |
|
|
| /s/ Kevin Tang |
|
| Kevin Tang |
|
| |
|
|
| CONCENTRA BIOSCIENCES, LLC |
|
| |
|
|
| By: |
/s/ Kevin Tang |
|
| Kevin Tang, Chief Executive Officer |
|
| |
|
|
| CONCENTRA MERGER SUB, INC. |
|
| |
|
|
| By: |
/s/ Kevin Tang |
|
| Kevin Tang, Chief Executive Officer |
|
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