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Schedule
13D
Item
1. Security and Issuer.
This
Amendment No. 5 (“Amendment No. 5”) to Schedule 13D amends and supplements the statement on 13D originally filed on January
26, 2018, Amendment No. 1 thereto filed on February 22, 2019, Amendment No. 2 thereto filed on June 28, 2019, Amendment No. 3 thereto
filed on August 3, 2020 and Amendment No. 4 thereto filed on August 30, 2020 relating to the common shares, $0.001 par value (the “Common
Stock”), of Genocea Biosciences, Inc. (the “Issuer”) having its principal executive office at Cambridge Discovery Park,
100 Acorn Park Drive, 5th Floor, Cambridge, Massachusetts 02140.
Certain
terms used but not defined in this Amendment No. 5 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1,
Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto). Except as specifically provided herein, this Amendment No. 5 does not
modify any of the information previously reported on the Schedule 13D (including Amendment No. 1, Amendment No. 2, Amendment No. 3 and
Amendment No. 4 thereto).
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 16, L.P. (“NEA 16”), NEA Partners 16, L.P. (“NEA Partners 16”), which is the sole general
partner of NEA 16; and NEA 16 GP, LLC (“NEA 16 LLC” and, together with NEA Partners 16, the “Control Entities”),
which is the sole general partner of NEA Partners 16; and
(b)
Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence,
Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Scott D. Sandell (“Sandell”), Peter W. Sonsini
(“Sonsini”) and Paul Walker (“Walker”) (together, the “Managers”) and Joshua Makower. The Managers
are the managers of NEA 16 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of NEA 16, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive,
Suite 600, Timonium, MD 21093. The address of the principal business office of Behbahani is New Enterprise Associates, 5425 Wisconsin
Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of each of Baskett, Chang, Makhzoumi, Sonsini
and Walker is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office
of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.
The
principal business of NEA 16 is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA 16 LLC is to act as the sole
general partner of NEA Partners 16. The principal business of each of the Managers is to manage the Control Entities, NEA 16 and a number
of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA
16 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 16 and NEA Partners 16 are limited partnerships
organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
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Item
3. Source and Amount of Funds or Other Consideration.
Not
applicable.
Item
4. Purpose of Transaction.
Not
applicable.
Item
5. Interest in Securities of the Issuer.
Each
of the Reporting Persons has ceased to own beneficially five percent (5%) or more of the Issuer’s Common Stock.
Item
7. Material to Be Filed as Exhibits.
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
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SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 27th day of May, 2022.
NEW
ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA
PARTNERS 16, L.P.
General
Partner |
| By: | NEA
16 GP, LLC
General
Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 16, L.P.
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
16 GP, LLC
By:
*
Scott
D. Sandell
Chief
Executive Officer
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*
Forest
Baskett
*
Ali Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua Makower
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul Walker
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Amendment No. 5 to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
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EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of stock of Genocea Biosciences, Inc.
EXECUTED
this 27th day of May, 2022.
NEW
ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA
PARTNERS 16, L.P.
General
Partner |
| By: | NEA
16 GP, LLC
General
Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 16, L.P.
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
16 GP, LLC
By:
*
Scott
D. Sandell
Chief
Executive Officer
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*
Forest
Baskett
*
Ali Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua Makower
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul Walker
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
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EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough
and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact,
with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general
partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry
Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
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/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang