SEC Form 4 · accession 0001209191-19-010320
Harpoon Therapeutics, Inc. · HARP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 5:34 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001708493
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Feb 12, 2019 | C | 1,525,165 | — | A | 1,525,165 | D | |
| Common StockF1,F2,F3 | Feb 12, 2019 | C | 1,578,755 | — | A | 3,103,920 | D | |
| Common StockF1,F2,F3 | Feb 12, 2019 | C | 417,853 | — | A | 3,521,773 | D | |
| Common StockF2,F3 | Feb 12, 2019 | X | 127,096 | $0.0492 | A | 3,648,869 | D | |
| Common StockF2,F3 | Feb 12, 2019 | S | 447 | $14.00 | D | 3,648,422 | D | |
| Common StockF2,F3 | Feb 12, 2019 | P | 250,000 | $14.00 | A | 3,898,422 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1 | — | Feb 12, 2019 | C | 1,525,165 | D | — | — | Common Stock | 1,525,165 | 0 | D |
| Series B Preferred StockF1 | — | Feb 12, 2019 | C | 1,578,755 | D | — | — | Common Stock | 1,578,755 | 0 | D |
| Series C Preferred StockF1 | — | Feb 12, 2019 | C | 417,853 | D | — | — | Common Stock | 417,853 | 0 | D |
| Common Stock Warrant (Right to Buy) | $0.0492 | Feb 12, 2019 | X | 76,258 | D | Nov 1, 2016 | Nov 1, 2026 | Common Stock | 76,258 | 0 | D |
| Common Stock Warrant (Right to Buy) | $0.0492 | Feb 12, 2019 | X | 50,838 | D | Jan 10, 2017 | Jan 10, 2027 | Common Stock | 50,838 | 0 | D |
Explanation of responses
- F1All series of convertible preferred stock will automatically convert into the number of shares of the Issuer's common stock on a 1-for-1 basis, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
- F2The reported securities are held in the account of UBS Oncology Impact Fund L.P. ("UBS Oncology"). MPM Oncology Impact Management GP LLC ("Oncology GP LLC") is the General Partner of MPM Oncology Impact Management LP, the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. Ansbert Gadicke is the Managing Member of Oncology GP LLC.
- F3The Reporting Persons disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein.
- F4On February 12, 2019, UBS Oncology exercised warrants to purchase an aggregate of 127,096 shares of the Issuer's common stock for $0.0492 per share. UBS Oncology paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 447 of the warrant shares to pay the exercise price and issuing to UBS Oncology the remaining 126,649 shares.