Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Clark William D	2. Issuer Name and Ticker or Trading Symbol GENOCEA BIOSCIENCES, INC. [ GNCA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO
(Last) (First) (Middle) CAMBRIDGE DISCOVERY PARK, 100 ACORN PARK DRIVE, 5TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 3/15/2021
(Street) CAMBRIDGE, MA 02140 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	3/15/2021		A		150000 ⁽¹⁾	A	$0	150000	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.01	3/15/2021		A		450000		⁽²⁾	3/15/2031	Common Stock	450000.0	$0	450000	D
Restricted Stock Unit	⁽³⁾	3/15/2021		A		600000		⁽⁴⁾	⁽⁴⁾	Common Stock	600000.0	$0	600000	D

Explanation of Responses:
(1)	Restricted stock units that represent the contingent right to receive, at settlement, one share of common stock. The restricted stock units are scheduled to vest 25% on each of the first four anniversaries of the grant date.
(2)	The option will vest in 48 equal monthly installments beginning on the first monthly anniversary of the grant date.
(3)	Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
(4)	Vesting of these restricted stock units depends on the average closing price of a share of Genocea Biosciences, Inc.'s common stock over the sixty trading days immediately preceding December 31, 2023. The "target" number of restricted stock units is reported. Between 75% and 150% of the target number of units may vest on December 31, 2023, with the vesting percentage determined based on actual performance.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Clark William D CAMBRIDGE DISCOVERY PARK 100 ACORN PARK DRIVE, 5TH FLOOR CAMBRIDGE, MA 02140	X		President and CEO