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United States securities and exchange commission logo
April 26, 2023
Ryan Murr
Partner
Gibson, Dunn & Crutcher LLP
555 Mission Street, 30th Floor
San Francisco, California 94105
Re:Jounce Therapeutics, Inc.
Schedule TO-T/A filed April 25, 2023
File No. 005-89831
Dear Ryan Murr:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used here have the same meaning as in the offer materials.
Schedule TO-T/A filed April 25, 2023
Summary Term Sheet, page 5
1.Provide an opinion of counsel that the CVRs are not securities under Securities Act
Section 2(a)(1).
2.Refer to comment 3 in our prior comment letter dated April 21, 2023 and comment 1 in
our letter dated April 14, 2023.  We continue to believe that the failure to provide a
maximum value or range of values for the CVR as a whole does not satisfy the bidders'
basic requirement to describe the material terms of the Offer under Item 4 of Schedule TO
and Item 1004(a)(i) of Regulation M-A thereunder.  This is of particular concern in the
context of this Offer, where the cash component of the Offer consideration represents a
discount to the current trading price for the shares.  Please revise to provide this
disclosure.
3.Refer to comment 15 in our prior comment letter dated April 14, 2023.  We believe the

 FirstName LastNameRyan Murr
 Comapany NameGibson, Dunn & Crutcher LLP
 April 26, 2023 Page 2
 FirstName LastName
Ryan Murr
Gibson, Dunn & Crutcher LLP
April 26, 2023
Page 2
disclosure requested in comment 2 above must be included as part of the previously-
requested offer supplement to be disseminated to shareholders.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Blake Grady at (202) 551-8573 or Christina Chalk at
(202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions