JNCE Jounce Therapeutics Inc

FORM 4 ☒ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Drapkin Kimberlee C	2. Issuer Name and Ticker or Trading Symbol Jounce Therapeutics, Inc. [ JNCE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President, CFO and Treasurer
(Last)          (First)          (Middle) C/O JOUNCE THERAPEUTICS, INC., 780 MEMORIAL DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/3/2023
(Street) CAMBRIDGE, MA 02139	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)	Rule 10b5-1(c) Transaction Indication ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	5/3/2023		U(1)(2)		25751	D	(2)	40267	D
Common Stock	5/3/2023		U(3)		40267	D	(3)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.36	5/3/2023		D			206005	(4)	(4)	Common Stock	206005.0	(4)	0	D
Stock Option (Right to Buy)	$4.02	5/3/2023		D			8130	(4)	(4)	Common Stock	8130.0	(4)	0	D
Stock Option (Right to Buy)	$9.56	5/3/2023		D			77235	(4)	(4)	Common Stock	77235.0	(4)	0	D
Stock Option (Right to Buy)	$23.98	5/3/2023		D			97500	(4)	(4)	Common Stock	97500.0	(4)	0	D
Stock Option (Right to Buy)	$4.4	5/3/2023		D			44500	(4)	(4)	Common Stock	44500.0	(4)	0	D
Stock Option (Right to Buy)	$6.55	5/3/2023		D			53400	(4)	(4)	Common Stock	53400.0	(4)	0	D
Stock Option (Right to Buy)	$11.89	5/3/2023		D			44500	(4)	(4)	Common Stock	44500.0	(4)	0	D
Stock Option (Right to Buy)	$7.56	5/3/2023		D			55000	(4)	(4)	Common Stock	55000.0	(4)	0	D

Explanation of Responses:
(1)	This Form 4 reports securities disposed of pursuant to the terms of the Merger Agreement entered into by and among the Issuer, Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub, Inc., a direct and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of March 26, 2023 (the "Merger Agreement"), pursuant to which Merger Sub completed a tender offer for the shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effectve as of May 3, 2023 (the "Effective Time").
(2)	Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and unvested restricted stock unit settleable in Shares (each, a "Company RSU") vested in full, was cancelled and converted into the right to receive (i) the product of (A) the total number of Shares then underlying such Company RSU multiplied by (B) $1.85 in cash (the "Offer Price") without interest and subject to applicable withholding taxes and (ii) one contingent value right for each Share subject thereto.
(3)	Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $1.85 in cash (the "Offer Price") without interest and subject to applicable withholding taxes and (ii) one contingent value right.
(4)	Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of $1.85 over the applicable exercise price per Share under such Company Stock Option and (ii) one contingent value right for each Share subject thereto.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Drapkin Kimberlee C C/O JOUNCE THERAPEUTICS, INC. 780 MEMORIAL DRIVE CAMBRIDGE, MA 02139			President, CFO and Treasurer

Signatures
/s/ Kimberlee C. Drapkin		5/4/2023
**Signature of Reporting Person		Date

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