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Filing Details

Accession Number:: 0000904454-14-000578
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-12 19:25:41
Reporting Period:: 2014-08-08

Filing Date:: 2014-08-12
Accepted Time:: 2014-08-12 19:25:41
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	Director	Officer	Large Shareholder	Other
1439586	Polaris Venture Partners Special Founders' Fund V, L.p.	C/O Polaris Venture Partners 1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439587	Polaris Venture Partners Entrepreneurs' Fund V, L.p.	C/O Polaris Venture Partners 1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439588	Polaris Venture Partners Founders' Fund V, L.p.	C/O Polaris Venture Partners 1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439589	Polaris Venture Management Co. V, L.l.c.	C/O Polaris Venture Partners 1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439590	Polaris Venture Partners V, L.p.	C/O Polaris Venture Partners 1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	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	Disposition	2014-08-08	41,376	$13.41	2,087,306	No	4	S	Indirect	By the Polaris Funds
Common Stock	Disposition	2014-08-11	1,428	$13.24	2,085,878	No	4	S	Indirect	By the Polaris Funds
Common Stock	Disposition	2014-08-12	20,990	$13.03	2,064,888	No	4	S	Indirect	By the Polaris Funds

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By the Polaris Funds
No	4	S	Indirect	By the Polaris Funds
No	4	S	Indirect	By the Polaris Funds

Footnotes

Consists of 39,926 shares sold by Polaris Venture Partners V, LP ("PVP-V"); 780 shares sold by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVP-E"); 273 shares sold by Polaris Venture Partners Founders' Fund V, L.P. ("PVP-F"); and 397 shares sold by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVP-S"). PVP-V, PVP-E, PVP-F and PVP-S may be referred to herein collectively as the "Polaris Funds".
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.15 to $14.08. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Consists of 2,014,115 shares directly beneficially owned by PVP-V; 39,252 shares directly beneficially owned by PVP-E; 13,797 shares directly beneficially owned by PVP-F; and 20,142 shares directly beneficially owned by PVP-S.
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. Each of the Polaris Funds has the sole voting and investment power with respect to the shares of the Issuer directly held by the applicable 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 the shares held by the Polaris Funds, 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 (footnote continued in Remarks)
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 held by the funds 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. 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 powers with respect to the shares held by the Polaris Funds, Dr. Bitterman (footnote continued in Remarks)
Consists of 1,378 shares sold by PVP-V; 27 shares sold by PVP-E; 9 shares sold by PVP-F; and 14 shares sold by PVP-S.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.01 to $13.33. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Consists of 2,012,737 shares directly beneficially owned by PVP-V; 39,225 shares directly beneficially owned by PVP-E; 13,788 shares directly beneficially owned by PVP-F; and 20,128 shares directly beneficially owned by PVP-S.
Consists of 20,254 shares sold by PVP-V; 395 shares sold by PVP-E; 139 shares sold by PVP-F; and 202 shares sold by PVP-S.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.23. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Consists of 1,992,483 shares directly beneficially owned by PVP-V; 38,830 shares directly beneficially owned by PVP-E; 13,649 shares directly beneficially owned by PVP-F; and 19,926 shares directly beneficially owned by PVP-S.