8 Mar 2023 08:16
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | JOUNCE THERAPEUTICS, INC. |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | JOUNCE THERAPEUTICS, INC. |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 7 MARCH 2023 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | NO |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Common Stock shares of 1/1000 dollar each in Jounce Therapeutics, Inc. | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Cash-settled derivatives:
| Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | Nil |
Details, including nature of the rights concerned and relevant percentages: | Nil |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(A) Interests held by The Toronto-Dominion Bank* as a concert party with Jounce Therapeutics, Inc.:
Class of relevant security:
| USD 0.001 Common Stock | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 1,663,489 | 3.19 | - | - |
(2) Cash-settled derivatives:
| - | - | 1,663,489 | 3.19 |
TOTAL: | 1,663,489 | 3.19 | 1,663,489 | 3.19 |
\* The Toronto-Dominion Bank acquired Cowen, Inc. on 1 March 2023, this disclosure is a continuation of Cowen, Inc. disclosures.
(B) Interests held by the directors of Jounce Therapeutics, Inc. and their close relatives and related trusts:
Director | No. of Common Stock shares of 1/1000 dollar each held | Percentage of issued share capital |
Robert Kamen | 60,975 | 0.11% |
The Robert Kamen 2012 Irrevocable Trust | 33,875 | 0.06% |
Richard Murray | 142,173 | 0.27% |
Perry Karsen | 5,000 | 0.00% |
(C) Interests held as options or awards by directors of Jounce Therapeutics, Inc. under its share plans:
Director | Scheme | No. of Common Stock shares of 1/1000 dollar each held | Grant Date (MMDDYYYY) | Vesting Date | Expiry Date (MMDDYYYY) | Exercise price ($) |
Robert Kamen | 2013 Stock Option and Grant Plan | 10,840 | 10/25/2016 | Fully vested | 10/25/2026 | 9.56 |
2017 Stock Option and Incentive Plan | 13,550 | 06/19/2018 | Fully vested | 06/19/2028 | 7.92 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/12/2019 | Fully vested | 06/12/2029 | 4.46 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/26/2020 | Fully vested | 06/26/2030 | 7.58 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/18/2021 | Fully vested | 06/18/2031 | 7.27 | |
2017 Stock Option and Incentive Plan | 20,000 | 06/24/2022 | Fully vested | 06/24/2032 | 2.80 | |
Luisa Salter-Cid | 2017 Stock Option and Incentive Plan | 31,400 | 02/10/2021 | February 2024 or Sale Event | 02/10/2031 | 12.36 |
2017 Stock Option and Incentive Plan | 7,850 | 06/18/2021 | Fully vested | 06/18/2031 | 7.27 | |
2017 Stock Option and Incentive Plan | 20,000 | 06/24/2022 | June 2023 or Sale Event | 06/24/2032 | 2.80 | |
Robert Iannone | 2017 Stock Option and Incentive Plan | 31,400 | 01/21/2020 | Fully vested | 01/21/2030 | 7.19 |
2017 Stock Option and Incentive Plan | 7,850 | 06/26/2020 | Fully vested | 06/26/2030 | 7.58 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/18/2021 | Fully vested | 06/18/2031 | 7.27 | |
2017 Stock Option and Incentive Plan | 20,000 | 06/24/2022 | June 2023 or Sale Event | 06/24/2032 | 2.80 | |
Luis A. Diaz, Jr. | 2017 Stock Option and Incentive Plan | 27,100 | 10/20/2017 | Fully vested | 10/20/2027 | 14.78 |
2017 Stock Option and Incentive Plan | 10,163 | 06/19/2018 | Fully vested | 06/19/2028 | 7.92 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/12/2019 | Fully vested | 06/12/2029 | 4.46 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/26/2020 | Fully vested | 06/26/2030 | 7.58 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/18/2021 | Fully vested | 06/18/2031 | 7.27 | |
2017 Stock Option and Incentive Plan | 20,000 | 06/24/2022 | June 2023 or Sale Event | 06/24/2032 | 2.80 | |
Richard Murray | 2013 Stock Option and Grant Plan | 665,169 | 07/14/2014 | Fully vested | 07/14/2024 | 0.48 |
2013 Stock Option and Grant Plan | 165,954 | 07/16/2015 | Fully vested | 07/16/2025 | 2.36 | |
2013 Stock Option and Grant Plan | 54,200 | 12/09/2015 | Fully vested | 12/09/2025 | 4.02 | |
2013 Stock Option and Grant Plan | 182,926 | 10/25/2016 | Fully vested | 10/25/2026 | 9.56 | |
2017 Stock Option and Incentive Plan | 200,000 | 02/01/2018 | Fully vested | 02/01/2028 | 23.98 | |
2017 Stock Option and Incentive Plan | 125,010 | 02/01/2019 | Fully vested | 02/01/2029 | 4.40 | |
2017 Stock Option and Incentive Plan | 150,010 | 02/03/2020 | 3 February 2024 or Sale Event | 02/03/2030 | 6.55 | |
2017 Stock Option and Incentive Plan | 150,000 | 02/01/2021 | 1 February 2025 or Sale Event | 02/01/2031 | 11.89 | |
2017 Stock Option and Incentive Plan | 15,000 | 02/03/2021 | 3 February 2025 or Sale Event | 02/03/2031 | 12.67 | |
2017 Stock Option and Incentive Plan | 175,00 | 02/01/2022 | 1 February 2026 or Sale Event | 02/01/2032 | 7.56 | |
Perry Karsen | 2013 Stock Option and Grant Plan | 75,880 | 03/04/2016 | Fully vested | 03/04/2026 | 4.06 |
2013 Stock Option and Grant Plan | 10,840 | 10/25/2016 | Fully vested | 10/25/2026 | 9.56 | |
2017 Stock Option and Incentive Plan | 13,550 | 06/19/2018 | Fully vested | 06/19/2028 | 7.92 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/12/2019 | Fully vested | 06/12/2029 | 4.46 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/26/2020 | Fully vested | 06/26/2030 | 7.58 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/18/2021 | Fully vested | 06/18/2031 | 7.27 | |
2017 Stock Option and Incentive Plan | 20,000 | 06/24/2022 | 24 June 2023 or Sale Event | 06/24/2032 | 2.80 | |
Barbara Duncan | 2013 Stock Option and Grant Plan | 34,271 | 05/10/2016 | Fully vested | 05/10/2026 | 4.21 |
2013 Stock Option and Grant Plan | 10,840 | 10/25/2016 | Fully vested | 10/25/2026 | 9.56 | |
2017 Stock Option and Incentive Plan | 13,550 | 06/19/2018 | Fully vested | 06/19/2028 | 7.92 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/26/2019 | Fully vested | 06/12/2029 | 4.46 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/26/2020 | Fully vested | 06/26/2030 | 7.58 | |
2017 Stock Option and Incentive Plan | 15,700 | 06/18/2021 | Fully vested | 06/18/2031 | 7.27 | |
2017 Stock Option and Incentive Plan | 20,000 | 06/24/2022 | 24 June 2023 or Sale Event | 06/24/2032 | 2.80 | |
Jigar Raythatha | 2017 Stock Option and Incentive Plan | 31,400 | 09/13/2021 | 13 September 2024 or Sale Event | 09/13/2031 | 6.80 |
2017 Stock Option and Incentive Plan | 20,000 | 06/24/2022 | 24 June 2023 | 06/24/2032 | 2.80 |
(D) Interests held as restricted stock units by directors of Jounce Therapeutics, Inc. under its share plans:
Restricted Stock Units, or RSUs, represent a right to receive a specified number of shares of stock at a later date (or dates) upon the grantee's satisfaction of vesting conditions. No shares are issued on the grant date and, upon vesting, shares are issued without any cost to the grantee. A grantee of RSUs has no rights as a stockholder until the vesting of the RSU and the issuance of shares. All Jounce RSU awards are subject to time-based vesting and typically vest in equal annual instalments over three years, subject to acceleration in certain circumstance; no Jounce RSU awards have performance-based vesting conditions. Jounce's standard form of RSU award is available via its public filings here.
Director | Scheme | No. of Common Stock shares of 1/1000 dollar each held | Grant Date (MMDDYYYY) | Vesting Date | Expiry Date | Exercise price ($) |
Richard Murray | 2017 Stock Option and Incentive Plan | 56,667 | As to: 25,000 RSUs - 02/01/2021 2,500 RSUs - 02/03/2021; 29,167 RSUs - 02/01/2022 | Earlier of 6 January 2024 or termination without cause | Earlier of 6 January 2024 or termination of employment | N/A |
2017 Stock Option and Incentive Plan | 29,167 | 02/01/2022 | Earlier of 6 January 2025 or termination without cause | Earlier of 6 January 2025 or termination of employment | N/A |
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 8 March 2023 |
| Contact name: | Kim Drapkin |
| Telephone number: | +1 (857) 999-2906 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.