-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
N/A
)*
Jounce Therapeutics Inc
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------------------------------------------
(Title of Class of Securities)
4811161011
-------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2022
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
⌧ Rule 13d-1(b)
□ Rule 13d-1(c)
□ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
CUSIP No. 4811161011
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BANK OF AMERICA CORPORATION
56-0906609
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) □
(b) ⌧
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
3,276,699
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,276,699
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,276,699
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
□
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3 %
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
FOOTNOTES
-------------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
Jounce Therapeutics Inc
(b) Address of Issuer's Principal Executive Offices
780 MEMORIAL DRIVE
CAMBRIDGE, MA 02139
Item 2.
(a) Name of Person Filing
BANK OF AMERICA CORPORATION
(b) Address of Principal Business Office or, if none, Residence
BANK OF AMERICA CORPORATE CENTER
100 N TRYON ST
CHARLOTTE, NC 28255
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
4811161011
Item 3. If this statement is filed pursuant to (s)(s)240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) □ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) □ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) □ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) □ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) □ An investment adviser in accordance with (s)240.13d-1(b)(1)(ii)(E);
(f) □ An employee benefit plan or endowment fund in accordance with (s)240.13d-1(b)(1)(ii)(F);
(g) ⌧ A parent holding company or control person in accordance with (s) 240.13d-1(b)(1)(ii)(G);
(h) □ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) □ A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) □ A non-U.S. institution in accordance with (s) 240.13d-1(b)(1)(ii)(J).
(k) □ A group, in accordance with (s) 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with (s) 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
-------------------------------------------------------------------------------
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,276,699
(b) Percent of class: 6.3 %
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,276,699
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,276,699
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following □.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
This statement on Schedule 13G is being filed by Bank of America Corporation
on behalf of itself and its wholly owned subsidiaries Bank of America N.A. and
BofA Securities, Inc.
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
-------------------------------------------------------------------------------
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under (s)240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
BANK OF AMERICA CORPORATION
Date: February 10, 2023 By: /s/ Andres Ortiz
Andres Ortiz
Title: Authorized Signatory
Footnotes:
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
-------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION LIMITED POWER OF ATTORNEY
BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation"), does
hereby make, constitute, and appoint each of Kelvin Kwok, Tolu Tade, Andres
Ortiz Custodio, Frank Lui, James Todd, Zainab Tarteel, Hannah Chae and Monica
Yako as an attorney-in-fact for the Corporation acting for the Corporation and
in the Corporation's name, place and stead, for the Corporation's use and
benefit, to bind the Corporation by their execution of those agreements, forms
and documents related specifically to Section 13 and Section 16 of the
Securities Exchange Act of 1934, and other large shareholder and short
position regulatory reporting requirements in other jurisdictions.
Any documents executed by an attorney-in-fact in accordance with this Limited
Power of Attorney shall fully bind and commit the Corporation and all other
parties to such documents may rely upon the execution thereof by the
attorney-in fact as if executed by the Corporation and as the true and lawful
act of the Corporation.
This Limited Power of Attorney shall automatically terminate as to the
authority of Kelvin Kwok, Tolu Tade, Andres Ortiz Custodio, Frank Lui, James
Todd, Zainab Tarteel, Hannah Chae and Monica Yako upon the earlier of the date
period of 12 months from the date hereof or the attorney-in-fact's resignation
or termination from or transfer out of the Compliance and Operational Risk
Department; however, any such resignation, termination or transfer shall have
no impact on any documents or instruments executed by any attorney-in-fact
named above for the Corporation prior to such resignation, termination or
transfer.
This Limited Power of Attorney shall revoke the Limited Power of Attorney
executed by the Corporation on July 9, 2021; however, such revocation shall
have no impact on any actions taken pursuant to that Power of Attorney.
IN WITNESS WHEREOF, this Power of Attorney has been executed and delivered by
the Corporation to the Attorney-in-Fact on this 4th day of May, 2022.
BANK OF AMERICA CORPORATION
By:Allison L. Gilliam
Allison L. Gilliam
Senior Vice President and Assistant Secretary