JOHNSON & JOHNSON — Director's Dealing 2014

Feb 5, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GENOCEA BIOSCIENCES, INC. (GNCA)
CIK: 0001457612
Period of Report: 2014-02-04

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (827917)		Indirect
Series C Preferred Stock	$		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: There is no expiration date applicable to the Series B or Series C Preferred Stock. Upon the closing of the Issuer's initial public offering (the "IPO") each outstanding share of Preferred Stock will automatically convert into shares of Common Stock, for no additional consideration. The Series C Preferred Stock converts on a 1-for-1 basis. The Series B Preferred Stock has an accruing cumulative dividend that accrues at a rate of 8% per year from the Series B Preferred Stock issuance date. Upon the closing of the IPO, approximately 208,862 shares of Common Stock will be issued to Johnson & Johnson Development Corporation in connection with the Series B Preferred Stock accruing cumulative dividend.