REG - Jounce Therapeutics Redx Pharma plc - Form 8 (OPD) Jounce Therapeutics, Inc.
08/03/2023 08:30
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RNS Number : 2795S Jounce Therapeutics, Inc. 08 March 2023
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 N/A
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.
(c) Name of offeror/offeree in relation to whose relevant securities this JOUNCE THERAPEUTICS, INC.
form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEROR
(e) Date position held: 7 MARCH 2023
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making NO
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
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 Nil 0 Nil 0
purchase/sell:
Nil 0 Nil 0
TOTAL:
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
1,663,489 3.19 1,663,489 3.19
TOTAL:
*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 Vesting Date Expiry Date Exercise price ($)
(MMDDYYYY) (MMDDYYYY)
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
(https://www.sec.gov/Archives/edgar/data/1640455/000164045518000095/jnce06302018exhibit101.htm)
.
Director Scheme No. of Common Stock shares of 1/1000 dollar each held Grant Date Vesting Date Expiry Date Exercise price ($)
(MMDDYYYY)
Richard Murray 2017 Stock Option and Incentive Plan 56,667 As to: 25,000 RSUs - 02/01/2021 Earlier of 6 January 2024 or termination without cause Earlier of 6 January 2024 or termination of employment N/A
2,500 RSUs - 02/03/2021; 29,167 RSUs - 02/01/2022
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
(http://www.thetakeoverpanel.org.uk/) .
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