Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
George Simeon
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O S.R. ONE LIMITED, 161 WASHINGTON STREET, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2014
(Street)

CONSHOHOCKEN, PA 19428
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common Stock 02/10/2014   P(1)   143,773 A $ 12 (1) 143,773 I See footnote (2)
Common Stock 02/10/2014   C   775,694 A (3) 919,467 I See footnote (2)
Common Stock 02/10/2014   C   344,473 A (4) 1,263,940 I See footnote (2)
Common Stock 02/10/2014   C   407,727 A (5) 1,671,667 I See footnote (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (3) 02/10/2014   C     9,230,769   (3)   (3) Common Stock 775,694 $ 0 0 I See footnote (2)
Series B Preferred Stock (4) 02/10/2014   C     4,099,231   (4)   (4) Common Stock 344,473 $ 0 0 I See footnote (2)
Series C Preferred Stock (5) 02/10/2014   C     4,851,958   (5)   (5) Common Stock 407,727 $ 0 0 I See footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
George Simeon
C/O S.R. ONE LIMITED
161 WASHINGTON STREET, SUITE 500
CONSHOHOCKEN, PA 19428
  X      

Signatures

 /s/ Robert E. Farrell, Jr., as attorney-in-fact for Simeon George   02/11/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares issued upon the closing of the Issuer's initial public offering at the initial public offering price of $12.00 per share.
(2) Shares are held by S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline PLC. Simeon J. George is a Vice President at S.R. One, Limited and an employee of GlaxoSmithKline LLC, a wholly-owned subsidiary of GlaxoSmithKline plc.
(3) The shares of Series A Preferred Stock converted automatically into Common Stock, on a 1-for-11.9 basis, upon the closing of the Issuer's initial public offering, and had no expiration date.
(4) The shares of Series B Preferred Stock, including all accrued cumulative and unpaid dividends thereon, converted automatically into Common Stock, on a 1-for-11.9 basis, upon the closing of the Issuer's initial public offering, and had no expiration date.
(5) The shares of Series C Preferred Stock converted automatically into Common Stock, on a 1-for-11.9 basis, upon the closing of the Issuer's initial public offering, and had no expiration date.

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