0000950170-24-029449.txt : 20240311
0000950170-24-029449.hdr.sgml : 20240311
20240311172846
ACCESSION NUMBER: 0000950170-24-029449
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240311
FILED AS OF DATE: 20240311
DATE AS OF CHANGE: 20240311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lathi Vijay K
CENTRAL INDEX KEY: 0001340806
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38800
FILM NUMBER: 24739256
MAIL ADDRESS:
STREET 1: C/O NEW LEAF VENTURE PARTNERS
STREET 2: 2500 SAND HILL ROAD, SUITE 203
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Leaf Ventures III, L.P.
CENTRAL INDEX KEY: 0001625653
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38800
FILM NUMBER: 24739261
BUSINESS ADDRESS:
STREET 1: C/O NEW LEAF VENTURE PARTNERS
STREET 2: 7 TIMES SQUARE, SUITE 3502
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 646-871-6400
MAIL ADDRESS:
STREET 1: C/O NEW LEAF VENTURE PARTNERS
STREET 2: 7 TIMES SQUARE, SUITE 3502
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Leaf Venture Associates III, L.P.
CENTRAL INDEX KEY: 0001625656
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38800
FILM NUMBER: 24739260
BUSINESS ADDRESS:
STREET 1: C/O NEW LEAF VENTURE PARTNERS
STREET 2: 7 TIMES SQUARE, SUITE 3502
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 646-871-6400
MAIL ADDRESS:
STREET 1: C/O NEW LEAF VENTURE PARTNERS
STREET 2: 7 TIMES SQUARE, SUITE 3502
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Leaf BPO Associates II, L.P.
CENTRAL INDEX KEY: 0001740783
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38800
FILM NUMBER: 24739258
BUSINESS ADDRESS:
STREET 1: 420 LEXINGTON AVENUE, SUITE 408
CITY: NEW YORK
STATE: NY
ZIP: 10170
BUSINESS PHONE: (646) 871-6400
MAIL ADDRESS:
STREET 1: 420 LEXINGTON AVENUE, SUITE 408
CITY: NEW YORK
STATE: NY
ZIP: 10170
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Leaf Venture Management III, L.L.C.
CENTRAL INDEX KEY: 0001625657
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38800
FILM NUMBER: 24739259
BUSINESS ADDRESS:
STREET 1: C/O NEW LEAF VENTURE PARTNERS
STREET 2: 7 TIMES SQUARE, SUITE 3502
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 646-871-6400
MAIL ADDRESS:
STREET 1: C/O NEW LEAF VENTURE PARTNERS
STREET 2: 7 TIMES SQUARE, SUITE 3502
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Leaf Biopharma Opportunities II, L.P.
CENTRAL INDEX KEY: 0001735293
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38800
FILM NUMBER: 24739262
BUSINESS ADDRESS:
STREET 1: 420 LEXINGTON AVENUE, SUITE 408
CITY: NEW YORK
STATE: NY
ZIP: 10170
BUSINESS PHONE: (646) 871-6400
MAIL ADDRESS:
STREET 1: 420 LEXINGTON AVENUE, SUITE 408
CITY: NEW YORK
STATE: NY
ZIP: 10170
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Leaf BPO Management II, L.L.C
CENTRAL INDEX KEY: 0001740755
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38800
FILM NUMBER: 24739257
BUSINESS ADDRESS:
STREET 1: 420 LEXINGTON AVENUE, SUITE 408
CITY: NEW YORK
STATE: NY
ZIP: 10170
BUSINESS PHONE: (646) 871-6400
MAIL ADDRESS:
STREET 1: 420 LEXINGTON AVENUE, SUITE 408
CITY: NEW YORK
STATE: NY
ZIP: 10170
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Harpoon Therapeutics, Inc.
CENTRAL INDEX KEY: 0001708493
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 473458693
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 611 GATEWAY BOULEVARD, SUITE 400
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: (650) 443-7400
MAIL ADDRESS:
STREET 1: 611 GATEWAY BOULEVARD, SUITE 400
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
4
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2024-03-11
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Harpoon Therapeutics, Inc.
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NEW YORK
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NEW YORK
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NEW YORK
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156 FIFTH AVENUE, SUITE 820
NEW YORK
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0001340806
Lathi Vijay K
C/O NEW LEAF VENTURES
156 FIFTH AVENUE, SUITE 820
NEW YORK
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Common Stock
2024-03-11
4
D
false
1463386
D
0
D
Common Stock
2024-03-11
4
D
false
395783
D
0
I
See Footnote
8.000% Series A Redeemable Preferred Stock
2024-03-11
4
D
false
10000
D
0
D
Common Stock Warrant (Right to Buy)
9.7889
2024-03-11
4
D
false
299430
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2023-03-23
2031-03-23
Common Stock
299430
0
D
Common Stock Warrant (Right to Buy)
5.8345
2024-03-11
4
D
false
686000
D
2023-10-25
2026-10-25
Common Stock
686000
0
I
See Footnote
Common Stock Warrant (Right to Buy)
5.8345
2024-03-11
4
D
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85750
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2026-10-25
Common Stock
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See Footnote
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 7, 2024, by and among the Issuer, Merck Sharp & Dohme LLC, a New Jersey limited liability company ("Parent"), and Hawaii Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer on March 11, 2024, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger").
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock was cancelled and automatically converted into the right to receive $23.00 in cash, without interest (the "Common Stock Merger Consideration").
These shares are held directly by New Leaf Biopharma Opportunities II, L.P. ("BPO-II"). The sole general partner of BPO-II is New Leaf BPO Associates II, L.P. ("NLBA-II"). The sole general partner of NLBA-II is New Leaf BPO Management II, L.L.C. ("BPO Management-II"). Each of NLBA-II and BPO Management-II disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLBA-II or BPO Management-II are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
Ronald Hunt, a board member of the Issuer, and Vijay K. Lathi (collectively, the "BPO-II Managing Directors") are managing directors of BPO Management-II and may each be deemed to have shared voting and investment power with respect to these securities. Each of the BPO-II Managing Directors disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
These shares are held directly by New Leaf Ventures III, L.P. ("NLV-III"). The sole general partner of NLV-III is New Leaf Venture Associates III,L.P. ("NLVA-III"). The sole general partner of NLVA-III is New Leaf Venture Management III, L.L.C. ("Management-III"). Each of NLVA-III and Management-III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLVA-III or Management-III are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
Ronald Hunt, a board member of the Issuer, and Vijay K. Lathi (collectively, the "NLV-III Managers") are managing directors of Management-III and may each be deemed to have shared voting and investment power with respect to these securities. Each of the NLV-III Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of the Issuer's Series A Redeemable Preferred Stock, par value of $0.0001 per share ("Series A Preferred Stock") issued and outstanding was cancelled and the holder thereof was entitled to receive $3,577.77 per share of Series A Preferred Stock in respect of each Series A Preferred Stock determined in accordance with the terms of the Series A Preferred Stock, subject to applicable withholding taxes.
Pursuant to the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof or the parties to the Merger Agreement, each warrant that was outstanding and unexercised immediately prior to the Effective Time, in accordance with its terms, ceased to represent a warrant exercisable for Common Stock and became a warrant exercisable for the Common Stock Merger Consideration that such holder would have been entitled to receive if such warrant had been exercised immediately prior to the Effective Time.
Ronald Hunt, a managing director of BPO Management-II and Management-III, has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Hunt's representation on the board of directors of the Issuer, for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Hunt has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes. This filing shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act or otherwise, or is subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
New Leaf Ventures III, L.P., By: New Leaf Venture Associates III, L.P., its general partner, By: New Leaf Venture Management III, L.L.C., its general partner, By: /s/ Craig Slutzkin, Chief Financial Officer
2024-03-11
New Leaf Venture Associates III, L.P., By: New Leaf Venture Management III, L.L.C., its general partner, by /s/ Craig Slutzkin, Chief Financial Officer
2024-03-11
New Leaf Venture Management III, L.L.C., By: /s/ Craig Slutzkin, Chief Financial Officer
2024-03-11
New Leaf Biopharma Opportunities II, L.P., By: New Leaf BPO Associates II, L.P., its general partner, By: New Leaf BPO Management II, L.L.C., its general partner, By: /s/ Craig Slutzkin, Chief Financial Officer
2024-03-11
New Leaf BPO Associates II, L.P., By: New Leaf BPO Management II, L.L.C., its general partner, By: /s/ Craig Slutzkin, Chief Financial Officer
2024-03-11
New Leaf BPO Management II, L.L.C., By: /s/ Craig Slutzkin, Chief Financial Officer
2024-03-11
/s/ Vijay K. Lathi, Vijay K. Lathi
2024-03-11