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Filing Details

Accession Number:: 0001179110-14-002554
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-02-11 21:56:48
Reporting Period:: 2014-02-10

Filing Date:: 2014-02-11
Accepted Time:: 2014-02-11 21:56:48
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
1591747	Kevin Bitterman	C/O Polaris Venture Partners 1000 Winter Street, Suite 3350 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	178,731	$0.00	178,731	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2014-02-10	705,356	$0.00	884,087	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2014-02-10	490,474	$0.00	1,374,561	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2014-02-10	510,516	$0.00	1,885,077	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2014-02-10	10,781	$0.00	1,895,858	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2014-02-10	232,820	$12.00	2,128,678	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	C	Indirect	See footnotes
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	Seed Preferred Stock	Disposition	2014-02-10	2,126,923	$0.00	178,371	$0.00
Common Stock	Series A Preferred Stock	Disposition	2014-02-10	8,393,754	$0.00	705,356	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-02-10	5,836,663	$0.00	490,474	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-02-10	6,075,152	$0.00	510,516	$0.00
Common Stock	Warrants to purchase Series A Preferred Stock	Disposition	2014-02-10	399,909	$0.00	10,781	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	X	Indirect

Footnotes

Upon closing of the Issuer's initial public offering, each share of Seed Preferred Stock, Series A Preferred Stock and Series C Preferred Stock converted automatically into common stock on a 1-for-11.9 basis into the number of shares 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.
2,052,341 shares of Seed Preferred Stock, 8,099,422 shares of Series A Preferred Stock, 5,631,998 shares of Series B Preferred Stock, 5,862,122 shares of Series C Preferred Stock and warrants exercisable for 385,887 shares of Series A Preferred Stock were owned directly by Polaris Venture Partners V, L.P. ("PVP-V"); 40,000 shares of Seed Preferred Stock, 157,857 shares of Series A Preferred Stock, 109,768 shares of Series B Preferred Stock, 114,252 shares of Series C Preferred Stock and warrants exercisable for 7,520 shares of Series A Preferred Stock were owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVP-E"); 14,059 shares of Seed Preferred Stock, 55,483 shares of Series A Preferred Stock, 38,578 shares of Series B Preferred Stock, 40,156 shares of Series C Preferred Stock and warrants exercisable for 2,643 shares of Series A Preferred Stock were owned directly by Polaris Venture Partners Founders' Fund V, L.P. ("PVP-F").
20,523 shares of Seed Preferred Stock, 80,992 shares of Series A Preferred Stock, 56,319 shares of Series B Preferred Stock, 58,622 shares of Series C Preferred Stock and warrants exercisable for 3,589 shares of Series A Preferred Stock were owned directly by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVP-S" and, together with PVP-V, PVP-E and PVP-F, the "Polaris Funds"). After the conversions listed herein, PVP-V owns 1,829,384 shares of common stock, PVP-E owns 35,652 shares of common stock, PVP-F owns 12,529 shares of common stock and PVP-S owns 18,291 shares of common stock. North Star Venture Management 2000, LLC directly or indirectly provides investment advisory services to various venture capital funds, including the Polaris Funds. Jonathan Flint and Terrance McGuire, managing members of North Star Venture Management 2000, LLC, exercise voting and investment power with respect to North Star Venture Management 2000, LLC.
Each of the Polaris Funds has the sole voting and investment power with respect to the shares of the Issuer directly held by such Polaris Fund. The respective general partners of the Polaris Funds may be deemed to have sole voting and investment power with respect to the shares held by such funds. The respective general partners disclaim beneficial ownership of all shares reported herein, and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein. The members of North Star Venture Management 2000, LLC (the "Polaris Management Members") are also members of Polaris Venture Management Co. V, L.L.C. (the general partner of each of the Polaris Funds).
Jonathan Flint and Terrance McGuire, managing members of Polaris Venture Management Co. V, L.L.C., exercise voting and investment power with respect to Polaris Venture Management Co. V, L.L.C. As members of the general partner and North Star Venture Management 2000, LLC, the Polaris Management Members may be deemed to share voting and investment powers for the shares held by the Polaris Funds. The Polaris Management Members disclaim beneficial ownership of all such shares and theis 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 their proportionate pecuniary interests therein.
Kevin Bitterman, a director of the Issuer, has an assignee interest in Polaris Venture Management Co. V, L.L.C. To the extent that he is deemed to share voting and investment power with respect to the shares held by the Polaris Funds, Dr. Bitterman disclaims beneficial ownership of such shares and this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose, except to the extent of his proportionate pecuniary interest therein.
The warrants to purchase Series A Preferred Stock were exercisable at any time at the holder's election, and had an expiration date on the later of February 11, 2014 or the consummation of an initial public offering of the Issuer. After giving effect to the conversion of the Issuer's preferred stock upon consummation of the initial public offering of the Issuer, the warrants to purchase Series A Preferred Stock owned by PVP-V, PVP-E, PVP-F and PVP-S became exercisable for 10,405 shares of common stock, 202 shares of common stock, 71 shares of common stock and 103 shares of common stock, respectively, and were exercised in exchange for such shares on a net basis upon the closing of the Issuer's initial public offering.
Upon the closing of the Issuer's initial public offering, 224,655 shares of common stock were issued to PVP-V, 4,379 shares of common stock were issued to PVP-E, 1,539 shares of common stock were issued to PVP-F and 2,247 shares of common stock were issued to PVP-S at the initial public offering price of $12.00 per share.