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Filing Details

Accession Number:: 0001179110-14-002550
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-02-11 21:49:28
Reporting Period:: 2014-02-10

Filing Date:: 2014-02-11
Accepted Time:: 2014-02-11 21:49:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1457612	Genocea Biosciences Inc.	GNCA	Biological Products, (No Disgnostic Substances) (2836)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1190418	J Stephen Hoffman	C/O Skyline Ventures 303 Wyman Street, Suite 300 Waltham MA 02451		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-02-10	777,584	$0.00	777,584	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2014-02-10	263,900	$0.00	1,041,484	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2014-02-10	250,931	$12.00	1,292,415	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Disposition	2014-02-10	9,253,255	$0.00	777,584	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-02-10	3,140,414	$0.00	263,900	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

Upon closing of the Issuer's initial public offering, each share of Series C Preferred Stock converted automatically into common stock on a 1-for-11.9 basis into the number of shares of common stock listed in column 5 without payment of further consideration. The Series B Preferred Stock had an accruing cumulative dividend that accrued at a rate of 8% per year from the Series B Preferred Stock issuance date. Upon closing of the Issuer's initial public offering, the Series B Preferred Stock, including all accrued and unpaid dividends, converted automatically into common stock on a 1-for-11.9 basis into the number of shares of common stock listed in column 5 without payment of further consideration. There was no expiration date for any series of preferred stock.
9,253,255 shares of Series B Preferred Stock and 3,140,414 shares of Series C Preferred Stock were directly owned by Skyline Venture Partners V, L.P. The general partner of Skyline Venture Partners V, L.P. is Skyline Venture Management V, LLC. Stephen J. Hoffman is a director of the registrant and a member of Skyline Venture Partners V, L.P. To the extent that he is deemed to share voting and investment powers with respect to the shares held by Skyline Venture Partners V, L.P., Dr. Hoffman disclaims beneficial ownership of all such shares and this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purposes, except to the extent of his proportionate pecuniary interest therein.
John G. Freund and Yasunori Kaneko are Managers of Skyline Venture Management V, LLC and hereby disclaim beneficial ownership of all shares reported herein, and this report shall not be deemed an admission of beneficial ownership of such shares for purposes of Section 16 or for any other purposes, except to the extent of their proportionate pecuniary interests therein.
Upon the closing of the Issuer's initial public offering, 250,931 shares of common stock were issued to Skyline Venture Partners V, L.P. at the initial public offering price of $12.00 per share.