3//SEC Filing
Concentra Biosciences, LLC 3
Accession 0001209191-23-027685
CIK 0001640455other
Filed
May 4, 8:00 PM ET
Accepted
May 5, 4:35 PM ET
Size
7.1 KB
Accession
0001209191-23-027685
Insider Transaction Report
Form 3
Concentra Biosciences, LLC
10% Owner
Holdings
- 36,367,727(indirect: By LP)
Common Stock
Concentra Merger Sub, Inc.
10% Owner
Holdings
- 36,367,727(indirect: By LP)
Common Stock
Footnotes (3)
- [F1]On March 26, 2023, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Concentra Biosciences, LLC ("Concentra") and Concentra Merger Sub, Inc., a wholly owned subsidiary of Concentra ("Merger Sub"). The Merger Agreement provided that Concentra will acquire the Issuer through a cash tender offer (the "Offer") by Merger Sub for all of the Issuer's outstanding shares of Common Stock.
- [F2]On May 3, 2023, the Offer expired and Merger Sub accepted for purchase a total of 36,367,727 shares tendered and not withdrawn, representing approximately 69.0926% of the total shares of the Issuer issued and outstanding. Following the expiration of the Offer, Merger Sub merged with and into the Issuer on May 3, 2023, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Merger Sub issued and outstanding immediately before May 3, 2023 automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Issuer (representing 10,000 shares in the aggregate) (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Concentra. As a result of the Offer and the Merger, Concentra acquired a total of 10,000 shares of Common Stock in exchange for $97,377,034.75 in cash and 60,142,813 CVRs.
- [F3]Merger Sub is a wholly owned subsidiary of Concentra.
Documents
Issuer
Jounce Therapeutics, Inc.
CIK 0001640455
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001970065
Filing Metadata
- Form type
- 3
- Filed
- May 4, 8:00 PM ET
- Accepted
- May 5, 4:35 PM ET
- Size
- 7.1 KB