Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
*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. 372427401
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS
Commodore Capital LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,871,624 *
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,871,624 *
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,871,624 *
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
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12
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TYPE OF REPORTING PERSON
IA
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*See Item 4 for additional information.
CUSIP No. 372427401
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS
Commodore Capital Master LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,871,624 *
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,871,624 *
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,871,624 *
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
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12
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TYPE OF REPORTING PERSON
OO
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*See Item 4 for additional information.
CUSIP No. 372427401
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SCHEDULE 13G
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Item 1.
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(a) Name of Issuer
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Genocea Biosciences,
Inc. (the “Issuer”)
Item 1.
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(b) Address of Issuer’s Principal Executive Offices
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100 Acorn Park
Drive, Cambridge, Massachusetts 02140
Item 2.
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(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:
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This report on Schedule 13G is being
filed by Commodore Capital LP, a Delaware limited partnership (the “Firm”) and Commodore Capital Master LP, a Cayman
Islands exempted limited partnership (“Commodore Master”). The address for the Firm and Commodore Master is: 767 Fifth
Avenue, Floor 12, New York, NY 10153.
Item 2.
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(d) Title of Class of Securities
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Common Stock, $0.001 par value per
share (the “Common Stock”)
372427401
Item
3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is
a:
N/A
CUSIP No. 372427401
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SCHEDULE 13G
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Item
4. Ownership
Information with respect to the
Firm’s ownership of securities of the issuer is incorporated by reference to items (5) - (9) and (11) of the respective cover
page of the Firm.
As reported in the cover pages to
this report, the ownership information with respect to the Firm is as follows:
(a) Amount Beneficially Owned: 2,871,624
*
(b) Percent of Class: 5.4%*
(c) Number of Shares as to which
such person has:
(i) Sole power
to vote or to direct the vote: 0
(ii) Shared power
to vote or to direct the vote: 2,871,624 *
(iii) Sole power
to dispose or to direct the disposition of: 0
(iv) Shared power
to dispose or to direct the disposition of: 2,871,624 *
As reported in the cover pages to
this report, the ownership information with respect to Commodore Master is as follows:
(a) Amount Beneficially Owned: 2,871,624
*
(b) Percent of Class: 5.4%*
(c) Number of Shares as to which
such person has:
(i) Sole power
to vote or to direct the vote: 0
(ii) Shared power
to vote or to direct the vote: 2,871,624 *
(iii) Sole power
to dispose or to direct the disposition of: 0
(iv) Shared power
to dispose or to direct the disposition of: 2,871,624 *
*The Firm is the investment manager to
Commodore Master. As of March 22, 2021, the Firm may be deemed to beneficially own an aggregate of 2,871,624 shares of Common Stock
of the Issuer. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael
Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these
securities. Ownership percentages are based on 53,518,483 shares of Common Stock reported as issued and outstanding in the Issuer’s
Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 22, 2021.
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 [ ].
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
or Control Person
Not Applicable.
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 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.
CUSIP No. 372427401
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SCHEDULE 13G
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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.
Dated:
March 31, 2021
Commodore
Capital LP
By: /s/
Michael Kramarz
Michael Kramarz,
Managing Partner
Commodore
Capital Master LP
By: /s/
Michael Kramarz
Michael Kramarz,
Authorized Signatory