Amended Statement of Ownership (sc 13g/a)
14 Febrero 2023 - 3:15PM
Edgar (US Regulatory)
| UNITED
STATES |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| |
| SCHEDULE
13G |
| (Rule 13d-102) |
| |
| Information
Statement Pursuant to Rules 13d-1 and 13d-2 |
| Under
the Securities Exchange Act of 1934 |
| (Amendment
No. 2)* |
| |
| |
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 the Statement) |
|
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | 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 disclosures provided in a prior cover page.
The information required on 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 |
13G |
Page
2 of 10 Pages |
1. |
NAME OF REPORTING PERSON
PFM Health Sciences, LP |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3. |
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
345,926 shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%1 |
12.
|
TYPE OF REPORTING PERSON
IA; PN |
| |
|
|
|
| 1 | The percentages
reported in this Schedule 13G are based upon 51,694,237 shares of common stock outstanding
as of November 7, 2022 (according to the issuer’s Form 10-Q as filed with the Securities
and Exchange Commission on November 10, 2022). |
| CUSIP
NO. 481116101 |
13G |
Page
3 of 10 Pages |
1. |
NAME OF REPORTING PERSON
PFM Health Sciences GP, LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3. |
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
345,926 shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% |
12.
|
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
| CUSIP
NO. 481116101 |
13G |
Page
4 of 10 Pages |
1. |
NAME OF REPORTING PERSON
Partner Asset Management, LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3. |
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
345,926 shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% |
12.
|
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
| CUSIP
NO. 481116101 |
13G |
Page
5 of 10 Pages |
1. |
NAME OF REPORTING PERSON
Brian D. Grossman |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3. |
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
345,926 shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% |
12.
|
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
| CUSIP
NO. 481116101 |
13G |
Page
6 of 10 Pages |
Jounce Therapeutics, Inc.
| Item 1(b) |
Address of Issuer’s Principal Executive Offices |
780 Memorial Drive, Cambridge,
Massachusetts 02139
| Item 2(a) | Name
of Person Filing
This Schedule 13G is being jointly filed by PFM Health Sciences, LP (“PFM”),
PFM Health Sciences GP, LLC (“PFM-GP”), Partner Asset Management, LLC (“PAM”),
and Brian D. Grossman (“Grossman” and, collectively with PFM, PFM-GP, and PAM,
the “Reporting Persons”) with respect to the common stock of the above-named
issuer owned by PFM Biotech Opportunities Fund LP, a Delaware limited partnership (“BO”). |
PFM is the investment advisor for BO. PAM is the general partner
of BO. PFM-GP is the general partner of PFM and the manager of PAM. Grossman is the sole member of PFM-GP.
The filing of this statement shall not be construed as an
admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities
actually owned by such person (if any).
| Item 2(b) | Address
or Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting Persons
is c/o PFM Health Sciences, LP, 475 Sansome Street, Suite 1720, San Francisco, California
94111. |
| Item 2(c) | Citizenship
PFM is organized as a limited partnership under the laws of the State of Delaware.
Each of PFM-GP and PAM is organized as a limited liability company under the laws of the
State of Delaware. Grossman is a U.S. citizen. |
| Item 2(d) |
Title of Class of Securities
Common stock, $0.001 par value per share |
| Item 2(e) |
CUSIP Number
481116101 |
| CUSIP
NO. 481116101 |
13G |
Page
7 of 10 Pages |
| 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 Exchange Act; |
| (b) | ¨ |
Bank as defined in Section 3(a)(6) of
the Exchange Act; |
| (c) | ¨ |
Insurance company as defined in Section 3(a)(19)
of the Exchange Act; |
| (d) | ¨ |
Investment company registered under Section 8
of the Investment Company Act; |
| (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 association as defined in Section 3(b) of
the Federal Deposit Insurance Act; |
| (i) | ¨ |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ¨ |
A non-U.S. institution
in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ¨ |
Group, in accordance with
Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in
accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
| CUSIP
NO. 481116101 |
13G |
Page
8 of 10 Pages |
| A. | PFM Health Sciences, LP, PFM Health Sciences GP, LLC and Partner Asset
Management, LLC |
| (a) | PFM, PFM-GP and PAM may be deemed to beneficially own 345,926 shares
of Common Stock. |
| (b) | The number of shares PFM, PFM-GP and PAM may be deemed to beneficially
own constitutes approximately 0.7% of the Common Stock outstanding. |
| (c) | Number
of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote:
0 |
| (ii) | shared power to vote or to direct the vote:
345,926 |
| (iii) | sole power to dispose or to direct the
disposition of: 0 |
| (iv) | shared power to dispose or to direct the
disposition of: 345,926 |
| (a) | Grossman may be deemed to beneficially own 345,926 shares of Common
Stock. |
| (b) | The number of shares Grossman may be deemed to beneficially own constitutes
approximately 0.7% of the Common Stock outstanding. |
| (c) | Number
of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote:
0 |
| (ii) | shared power to vote or to direct the vote:
345,926 |
| (iii) | sole power to dispose or to direct the
disposition of: 0 |
| (iv) | shared power to dispose or to direct the
disposition of: 345,926 |
| 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 5 percent of the
class of securities, check the following x. |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7 | Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company |
See Item 2 above
| CUSIP
NO. 481116101 |
13G |
Page
9 of 10 Pages |
| Item 8 | Identification and Classification of Members of the Group |
Not Applicable
| Item 9 | Notice of Dissolution of Group |
Not Applicable
| Item 10 | Certification
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose
or effect. |
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 14th day of February, 2023.
| PFM HEALTH SCIENCES, LP |
|
PFM HEALTH SCIENCES GP, LLC |
| |
|
|
| By: |
PFM Health Sciences GP, LLC, |
|
By: |
/s/
Darin Sadow |
| |
its general partner |
|
|
Darin Sadow, Authorized Signatory |
| |
|
|
| By: |
/s/ Darin Sadow |
|
|
| |
Darin Sadow, Authorized Signatory |
|
|
| PARTNER ASSET MANAGEMENT, LLC |
|
BRIAN D. GROSSMAN |
| |
|
|
| By: |
PFM Health Sciences GP, LLC, |
|
By: |
/s/
Darin Sadow |
| |
its manager |
|
|
Darin Sadow, attorney-in-fact* |
| |
|
|
| By: |
/s/ Darin Sadow |
|
|
|
| |
Darin Sadow, Authorized Signatory |
|
|
|
| * | Darin
Sadow is signing on behalf of Brian Grossman as attorney-in-fact pursuant to a power of attorney
dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed
as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V
Pharmaceutical Company on August 5, 2011. |
Jounce Therapeutics (NASDAQ:JNCE)
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