SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Harpoon Therapeutics, Inc. [ HARP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2019

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2019		C		3,050,329	A	⁽¹⁾	3,372,392	I	See Footnote⁽²⁾⁽³⁾
Common Stock	02/12/2019		C		3,157,506	A	⁽¹⁾	6,529,898	I	See Footnote⁽³⁾⁽⁴⁾
Common Stock	02/12/2019		C		835,705	A	⁽¹⁾	7,365,603	I	See Footnote⁽³⁾⁽⁵⁾
Common Stock	02/12/2019		X⁽⁶⁾		559,215	A	$0.0492	7,924,818	I	See Footnote⁽³⁾⁽⁷⁾
Common Stock	02/12/2019		S⁽⁶⁾		1,971	D	$14	7,922,847	I	See Footnote⁽³⁾⁽⁸⁾
Common Stock	02/12/2019		P		500,000	A	$14	8,422,847	I	See Footnote⁽³⁾⁽⁹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	02/12/2019		C			3,050,329	⁽¹⁾	⁽¹⁾	Common Stock	3,050,329	$0.00	0	I	See Footnote⁽¹⁰⁾
Series B Preferred Stock	⁽¹⁾	02/12/2019		C			3,157,506	⁽¹⁾	⁽¹⁾	Common Stock	3,157,506	$0.00	0	I	See Footnote⁽¹⁰⁾
Series C Preferred Stock	⁽¹⁾	02/12/2019		C			835,705	⁽¹⁾	⁽¹⁾	Common Stock	835,705	$0.00	0	I	See Footnote⁽¹⁰⁾
Common Stock Warrant (Right to Buy)	$0.0492	02/12/2019		X⁽⁶⁾			25,418	03/23/2015	03/24/2025	Common Stock	25,418	$0.00	0	I	See Footnote⁽¹⁰⁾
Common Stock Warrant (Right to Buy)	$0.0492	02/12/2019		X⁽⁶⁾			57,192	07/23/2015	07/23/2025	Common Stock	57,192	$0.00	0	I	See Footnote⁽¹⁰⁾
Common Stock Warrant (Right to Buy)	$0.0492	02/12/2019		X⁽⁶⁾			171,579	08/19/2015	08/19/2025	Common Stock	171,579	$0.00	0	I	See Footnote⁽¹⁰⁾
Common Stock Warrant (Right to Buy)	$0.0492	02/12/2019		X⁽⁶⁾			50,837	12/16/2015	12/16/2025	Common Stock	50,837	$0.00	0	I	See Footnote⁽¹⁰⁾
Common Stock Warrant (Right to Buy)	$0.0492	02/12/2019		X⁽⁶⁾			152,514	11/01/2016	11/01/2026	Common Stock	152,514	$0.00	0	I	See Footnote⁽¹⁰⁾
Common Stock Warrant (Right to Buy)	$0.0492	02/12/2019		X⁽⁶⁾			101,675	01/10/2017	01/10/2027	Common Stock	101,675	$0.00	0	I	See Footnote⁽¹⁰⁾

Explanation of Responses:

1. All 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.

2. The shares are held as follows: 1,382,777 by MPM BioVentures 2014, L.P. ("BV 2014"), 92,229 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 50,158 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 1,525,165 by UBS Oncology Impact Fund L.P. ("UBS Oncology") and 322,063 by MPM Asset Management LLC ("AM LLC"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). Ansbert Gadicke is a member of BV LLC. 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 Impact Fund, L.P. Ansbert Gadicke is the Managing Director of Oncology GP LLC and a member of AM LLC.

3. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

4. The shares are held as follows: 2,814,142 by BV 2014, 187,696 by BV 2014(B), 102,077 AM BV2014, 3,103,920 by UBS Oncology and 322,063 by AM LLC.

5. The shares are held as follows: 3,192,985 by BV 2014, 212,964 by BV 2014(B), 115,818 AM BV2014, 3,521,773 by UBS Oncology and 322,063 by AM LLC.

6. On February 12, 2019, BV 2014, BV 2014(B), AM BV2014 and UBS Oncology exercised warrants to purchase an aggregate of 559,215 shares of the Issuer's common stock for $0.0492 per share. The warrants were exercised as follows: 391,784 by BV 2014, 26,129 by BV 2014(B), 14,206 by AM BV2014 and 127,096 by UBS Oncology. The exercise price was paid on a cashless basis, resulting in the Issuer's withholding of an aggregate of 1,971 of the warrant shares to pay the exercise price and issuing to the Reporting Persons the remaining 557,244 shares.

7. The shares are held as follows: 3,584,769 by BV 2014, 239,093 by BV 2014(B), 130,024 AM BV2014, 3,648,869 by UBS Oncology and 322,063 by AM LLC.

8. The shares are held as follows: 3,583,391 by BV 2014, 238,998 by BV 2014(B), 129,973 AM BV2014, 3,648,422 by UBS Oncology and 322,063 by AM LLC.

9. The shares are held as follows: 3,810,051 by BV 2014, 254,116 by BV 2014(B), 138,195 AM BV2014, 3,898,422 by UBS Oncology and 322,063 AM LLC.

10. No securities held by the Reporting Person.

Remarks:

	/s/ Ansbert Gadicke	02/14/2019
	** Signature of Reporting Person	Date
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