February 20, 2020

By email to shareholderproposals@sec.gov

U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549

Re: Jounce Therapeutics, Inc. - Pro Cap NYC llc Correspondence

Ladies and Gentlemen:

I am writing on behalf of Jounce Therapeutics, Inc., a Delaware corporation (the "Company"). The Company submiued a no-action letter request dated February 13, 2020 (the "No-Action Request") to the Staff of the Di vision of Corporation Finance (the "Staff') of the Securitic!I and Exchange Commission, requesting that the Staff concur with the Company's view that the Company could exclude the potential shareholder proposal and supporting statement (the "Potential Proposal") submitted by Pro Cap NYC lie ("Pro Cap") from the Company's proxy materials for its 2020 annual meeting of shareholders.

The Company emailed a copy of the No-Action Request to Pro Cap on February 13, 2020 and received an email response from Pro Cap on February 13, 2020 !ltating in part, that their correspondence is "NOT a possible Shareholder Proposal" and "please withdraw the 'no action' request." A copy of the email response from Pro Cap is attached hereto as Exhibit A.

Based upon the attached communication from Pro Cap that it is effectively withdrawing the Potential Proposal, the Company hereby withdraws its No-Action Request.

In accordance with Staff Legul Bulletin No. 14D (November 7, 2008). this letter b, being submitted by email to shareholderproposals@sec.gov. A copy of this letter also is being sent by email to Pro Cap. If you have any questions with respect to this matter, please contact me at (857) 259-3840 or by email at jfaheysandell@jouncetx.com.

Sincerely, b Z.~andell ~ Chief Legal Officer and Corporate Secretary

Cc: Herbert A. Denton, Pro Cap NYC lie 1392 Madison A venue # 111 New York, NY 10029 Bert@procapnyc.com

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EXHIBIT A

Email Communication from Proponent

See attached.

Jacquelyn Fahey Sandell

From: Sent: To:

Bert Denton < Bert@procapnyc.com> Thursday, February 13, 2020 12:07 PM Jacquelyn Fahey Sandell

Subject: Re: Jounce Therapeutics, Inc. -- Pro Cap NYC lie Correspondence

Follow Up Flag: Follow up Flag Status: Flagged

Jacquelyn

Regrettably, you are mistaken as our correspondence id NOT a possible Shareholder Proposal. As your letter to the SEC is public, please withdraw the 'no action' request as it misleads both the SEC and the public as to our intentions. The same applies to Jounce's management and directors.

Many thanks and kind regards-­

Bert

- -----~---------------------------From: Jacquelyn Fahey Sandell <jfaheysandell@jouncetx.com> Sent: Thursday, February 13, 2020 11:40 AM To: shareholderproposals@sec.gov Cc: Bert Denton Subject: Jounce Therapeutics, Inc. -- Pro Cap NYC lie Correspondence

Please see attached correspondence from Jounce Therapeutics, Inc. regarding a letter from Pro Cap NYC lie.

Regards, Jacquelyn Fahey Sandell

Jacquelyn Fahey Sandell

Chief Legal Officer & Corporate Secretary Legal Jounce Therapeutics 780 Memorial Drive Cambridge, MA 02139 (w) 857-320-2579 www.jouncetx.com

NOTICE: This communication may contain privileged or confidential information. If you are not the intended recipient, or believe that you have received this communication in error, please do not print, copy, retransmit, disseminate, or otherwise use the information. Please notify the sender immediately by replying to this message and delete this e-mail and all attachments from your system. Thank you

----------------- --1

February J 3, 2020

Via e-mail to shareholderproposals@sec.gov

U.S. Securities and Exchange Commission Division of Corporate Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549

Re: Jounce Therapeutics, Inc. - Pro Cap NYC lie Correspondence

Ladies and Gentlemen:

I am writing on behalf of Jounce Therapeutics, Inc., a Delaware corporation (the "Company"), with respect to correspondence received by the Company from Pro Cap NYC Ile ("Pro Cap"). The Company does not believe the correspondence constitutes a shareholder proposal under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Nevertheless, out of an abundance of caution and in the event that the correspondence may be viewed as a proposal under Rule 14a-8, the Company requests that, pursuant to Rule 14a-8(j) under the Exchange Act, the Staff of the Division of Corporate Finance (the "Staff'') of the Securities and Exchange Commission concur with our view that, for the reasons stated below, the Company may exclude the correspondence (the "Potential Proposal"), submitted by Pro Cap from proxy materials to be distributed by the Company in connection with its 2020 annual meeting of shareholders (the "2020 proxy materials").

In accordance with the Staff Legal Bulletin No. 140 (November 7, 2008), this letter is being submitted via email to shareholderproposals@sec.gov. A copy of this letter is also being sent by email to Pro Cap as notice of the Company's intent to omit the Potential Proposal from the Company's 2020 proxy materials.

THE POTENTIAL PROPOSAL The Potential Proposal states:

"Request to Declassify

In reviewing Jounce Therapeutics, Inc. 's corporate governance, we bring to your attention its classified Board By-Law. This practice still remains among just J 135 companies in the Russell 3000 Index. However, the recognized arbiter of such matters, Institutional Shareholder Services ("ISS"), does not consider a classified Board By-Law among the 'best practices ' in corporate governance. In turn, this is reflected negatively in Jounce Therapeutics, Inc.'s Corporate Governance score of 8 from ISS.

Accordingly, we respectfully request that Jounce Therapeutics, lnc.'s Board review and consider changing this By-Law, so that all directors are elected annually by the shareholders; this is our sole agenda.

780 Memorial Drive • Cambridge, MA02139 • T (8571259,3840 • F (617) 812.5345 www Jounce TX.com

De-Classification Rationale

> Enhance its ISS governance score towards 'best practices'. > Increase the Board's accountability to its largely sophisticated shareholder base.

Please note that ISS, which advises institutional investors and, in many cases, votes the shares controlled by institutional investors, does not normally vote off a majority of a Board in favor of a dissident shareholder's alternative slate. In other words, Jounce Therapeutics, Inc. already has, except in extraordinary circumstances, a classified Board."

Background of Pro Cap NYC lie ("Pro Cap")

Pro Cap is my third career iteration of applying corporate governance on behalf of shareholders - previously head of Jefferies Group's M&A Department and then President of Providence Capital, Inc. ( 1985-Present.) I have personally led dozens of proxy contests as well as precursors including Time Warner, USX-Marathon, COMSAT, Lockheed and Campbell Soup on behalf of shareholders from CAIPERS to the Dorrance family to Carl Icahn.

The most relevant experience was successfully causing seven out of seven companies to redeem, rescind, or modify their respective 'poison pills'. Now, just 16 poison pills exist (See ISS's article "Will Bert Kill the Pill?")

Moreover, I have served on ten Boards of Directors and witnessed the alacrity of my fellow directors to enhance governance practices in all ten companies. Consequently, I am encouraged to believe that upon review and due consideration Jounce Therapeutics, Inc.'s Board will declassify itself prior to its 2020 Annual Meeting of Shareholders.

The Potential Proposal was dated October 18, 2019, postmarked on February I, 2020 and received by the Company on or about February 5, 2020. A copy of Pro Cap's correspondence, including the Potential Proposal, is attached as Exhibit A.

BASIS FOR EXCLUDING THE POTENTIAL PROPOSAL

Tire Potential Proposal May be Excluded from the 2020 Proxy Materials Pursuant to Rule 14a-8(e)(2) Because It Was Submitted After tire Deadline for Submitting a Proposal.

Rule 14a-8(e)(2) of the Exchange Act provides that a proposal submitted with respect to the company's regularly scheduled annual meeting "must be received at the company's principal executive offices not less than 120 calendar days before the date of the company's proxy statement released to shareholders in connection with the previous year's annual meeting." The proxy statement for the Company's 2019 annual meeting of shareholders was released to shareholders on April 23, 2019. Accordingly, the deadline for submitting stockholder proposals for inclusion in the 2020 proxy materials was determined to be December 25, 2019, and that date was specified in the proxy statement for the Company's 2019 annual meeting.

Rule 14a-8(e)(2) provides that the 120-calendar day advance requirement does not apply if the current year's annual meeting has been changed by more than 30 days from the date of the prior year's meeting. The Company's 2019 annual meeting of shareholders was held June 12, 2019, and the 2020 annual meeting is scheduled for June 26, 2020. As the 2020 annual meeting has not been changed by more than 30 days from the date of the prior year's meeting, the deadline for shareholder proposals for inclusion in the Company's 2020 proxy statement remained December 25, 2019, as disclosed in the Company's proxy statement.

The Staff has repeatedly concurred that a proposal may be excluded in its entirety under Rule 14a-8(e)(2) when it is received after the applicable deadline for submitting a shareholder proposal. See, e.g., TimkenSteel Corporation (Dec. 20, 2019); Caterpillar Inc. (Apr. 4, 2019); Comcast Corporation (Apr. 4, 2019); HollyFro11tier Corporation (Feb. 11, 2019); DTE Energy Company (Dec. 18, 2018); Sprint Corporation (Aug. 1, 2018); PepsiCo, Inc. (Jan. 3, 2014); Newell Rubbermaid Inc. (Jan. 24, 2012). Consistent with this precedent, we believe the Potential Proposal may properly be excluded as untimely pursuant to Rule 14a-8(e)(2).

CONCLUSION

If the correspondence from Pro Cap constitutes a proposal under Rule I 4a-8 of the Exchange Act, the Company believes the Potential Proposal may be omitted in its entirety from the Company's 2020 proxy materials under Rule 14a-8(e)(2) because Pro Cap failed to timely submit the Potential Proposal. Accordingly, the Company respectfully requests the concurrence of the Staff that it will not recommend enforcement action against the Company if the Company excludes the Potential Proposal in its entirety from its 2020 proxy materials.

If you have any questions with respect to this matter, please contact me at (857) 259-3840 or jfaheysandell@jouncetx.com.

Sincerely, • ~

~~~ Chief Legal Officer, Senior Vice President & Secretary

cc: Herbert A. Denton, Pro Cap NYC Ile 1392 Madison A venue # 111 New York, New York 10029 Bert@procapnye.com

Mr. Perry l<arsen

Pro Cap NYC Ile 1392 Madison Avenue #111

New York, NY 10029 +1 ·347•215-1406

Attention: Nominating and Governance Committee Chair Jounce Therapeutics, Inc. 780 Memorial Drive Cambridge, Massachusetts 02139

Dear Mr. Perry Karsen,

RE: Corporate Governance Best Practices

Request to Declassify

10/18/19

In reviewing Jounce Therapeutics, lnc.'s corporate governance, we bring to your attention its classified Board By-Law. This practice stfll remains among just 1135 of the companies in the Russell 3000 Index. However, the recognized arbiter of such matters, Institutional Shareholder Services r1ss·1, does not consider a classified Board By-Law among the 'best practices' In corporate governance. In tum, this is reflected negatively in Jounce Therapeutics, Inc. 's Corporate Governance score of 8 from ISS.

Accordingly, we respectfully request that Jounce Therapeutics, lnc.'s Board review and consider changing this By-Law, so that all directors are elected annually by the shareholders; this is our sole agenda.

De-Classfflcatfon Rationale

> Enhance Its ISS governance score towards 'best practices',

> Increase the Board's accountability to its largely sophisticated shareholder base.

Please note that ISS, which advises institutional investors and, in many cases, votes the shares controlled by institutional investors, does not normally vote off a majority of a Board in favor of a dissident shareholder's alternative slate. In other words, Jounce Therapeutics, Inc. already has, except in extraordinary circumstances, a classified Board.

Baclulround of Pro Cap NYC lie ("Pro Cap")

Pro Cap is my third career iteration of applying corporate governance on behalf of shareholders­previously head of Jefferies Group's M&A Department and then President of Providence Capital, Inc. (1985 - Present.) I have personally led dozens of proxy contests as w~U as precursors including Time Warner, USX·Marathon, COMSAT, Lockheed and Campbell Soup on behalf of shareholders from CalPERS to the Dorrance family to Cart Icahn.

The most relevant experience was successfully causing seven out of seven companies to redeem, rescind, or modify their respective 'poison pills' fn 2002. Now, just 16 poison pflls exist (See ISS's article "Will Bert KIil the Pill?)

Moreover, I have served on ten Boards of Directors and witnessed the alacrity of my fellow directors to enhance governance practices in all ten companies. Consequently, I am encouraaed to believe that upon review and due consideration Jounce Therapeutics, Inc. 's Board wfll declassify itself prior to Its 2020 Annual Meetini of Shareholders.

Thank you.

Sincerely,

Herbert A. Denton President Pro Cap NYC Ile Bert@procapnyc.com

Cc: B. McNew, Cooch and Taylor P.A.

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Mt.1'9n)'~ Jounce Therapeutics, Inc. AttenUon: Nominating and Governance Committee Chai 780 Memorial Dtlve cambrldge, Massachusetts 02139

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