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 1 ownership.xml 4 X0508 4 2024-03-11 true 0001708493 Harpoon Therapeutics, Inc. HARP 0001735293 New Leaf Biopharma Opportunities II, L.P. C/O NEW LEAF VENTURES 156 FIFTH AVENUE, SUITE 820 NEW YORK NY 10010 true false true false 0001625653 New Leaf Ventures III, L.P. C/O NEW LEAF VENTURES 156 FIFTH AVENUE, SUITE 820 NEW YORK NY 10010 true false true false 0001625656 New Leaf Venture Associates III, L.P. C/O NEW LEAF VENTURES 156 FIFTH AVENUE, SUITE 820 NEW YORK NY 10010 true false true false 0001625657 New Leaf Venture Management III, L.L.C. C/O NEW LEAF VENTURES 156 FIFTH AVENUE, SUITE 820 NEW YORK NY 10010 true false true false 0001740783 New Leaf BPO Associates II, L.P. C/O NEW LEAF VENTURES 156 FIFTH AVENUE, SUITE 820 NEW YORK NY 10010 true false true false 0001740755 New Leaf BPO Management II, L.L.C C/O NEW LEAF VENTURES 156 FIFTH AVENUE, SUITE 820 NEW YORK NY 10010 true false true false 0001340806 Lathi Vijay K C/O NEW LEAF VENTURES 156 FIFTH AVENUE, SUITE 820 NEW YORK NY 10010 true false true false false 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 D 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 false 85750 D 2023-10-25 2026-10-25 Common Stock 85750 0 I 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