JOHNSON & JOHNSON — Director's Dealing 2014

Feb 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENOCEA BIOSCIENCES, INC. (GNCA)
CIK: 0001457612
Period of Report: 2014-02-10

Reporting Person: JOHNSON & JOHNSON (10% Owner)
Reporting Person: JOHNSON & JOHNSON DEVELOPMENT CORP ET AL (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	C	1388645	—	Acquired	1388645	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-10	Series B Preferred Stock	$	C	827917	Disposed		Common Stock (827917)	Indirect
2014-02-10	Series C Preferred Stock	$	C	351866	Disposed		Common Stock (351866)	Indirect

Footnotes

F1: The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Development Corporation, a wholly-owned subsidiary of the designated Reporting Person.

F2: Upon closing of the Issuer's initial public offering (the "IPO") the Series B Preferred Stock, including all accrued and unpaid dividends, converted automatically into Common Stock on a 1-for-11.9 basis without payment of further consideration. The Series B Preferred Stock had an accruing cumulative dividend that accrued at a rate of 8% per year from the Series B Preferred Stock issuance date. 208,862 shares were issued to Johnson & Johnson Development Corporation in payment of accrued and unpaid dividends. Upon closing of the IPO the Series C Preferred Stock converted automatically into Common Stock on a 1-for-1 basis without payment of further consideration. There was no expiration date for any series of preferred stock.