0000950170-24-005090.txt : 20240117
0000950170-24-005090.hdr.sgml : 20240117
20240117175240
ACCESSION NUMBER: 0000950170-24-005090
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240107
FILED AS OF DATE: 20240117
DATE AS OF CHANGE: 20240117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MERCK SHARP & DOHME LLC
CENTRAL INDEX KEY: 0000064978
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38800
FILM NUMBER: 24539555
BUSINESS ADDRESS:
STREET 1: ONE MERCK DR
STREET 2: P O BOX 100
CITY: WHITEHOUSE STATION
STATE: NJ
ZIP: 08889-0100
BUSINESS PHONE: 9084231688
MAIL ADDRESS:
STREET 1: ONE MERCK DR
STREET 2: PO BOX 100 WS3AB-05
CITY: WHITEHOUSE STATION
STATE: NJ
ZIP: 08889-0100
FORMER NAME:
FORMER CONFORMED NAME: MERCK SHARP & DOHME CORP.
DATE OF NAME CHANGE: 20091103
FORMER NAME:
FORMER CONFORMED NAME: MERCK & CO INC
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Merck & Co., Inc.
CENTRAL INDEX KEY: 0000310158
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38800
FILM NUMBER: 24539556
BUSINESS ADDRESS:
STREET 1: 2000 GALLOPING HILL ROAD
CITY: KENILWORTH
STATE: NJ
ZIP: 07033
BUSINESS PHONE: 908-740-4000
MAIL ADDRESS:
STREET 1: 2000 GALLOPING HILL ROAD
CITY: KENILWORTH
STATE: NJ
ZIP: 07033
FORMER NAME:
FORMER CONFORMED NAME: Merck & Co. Inc.
DATE OF NAME CHANGE: 20091103
FORMER NAME:
FORMER CONFORMED NAME: SCHERING PLOUGH CORP
DATE OF NAME CHANGE: 19920703
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
3
1
ownership.xml
3
X0206
3
2024-01-07
0
0001708493
Harpoon Therapeutics, Inc.
HARP
0000310158
Merck & Co., Inc.
126 EAST LINCOLN AVENUE
RAHWAY
NJ
07065
false
false
true
false
0000064978
MERCK SHARP & DOHME LLC
126 EAST LINCOLN AVENUE,
P.O. BOX 2000
RAHWAY
NJ
07065
false
false
true
false
Common Stock, par value $0.0001
0
I
See Footnotes
Stock Option (right to buy)
Common Stock, par value $0.0001
0
I
See Footnotes
This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme LLC ("Parent") and Hawaii Merger Sub, Inc. ("Purchaser") into Support Agreements (each, a "Support Agreement") with certain stockholders of Harpoon Therapeutics, Inc. (the "Company"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 7, 2024, by and among the Parent, Purchaser and the Company. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on January 17, 2024 (the "Schedule 13D").
Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 3,080,815 shares, which represent approximately 17.48% of the Company's total outstanding shares as of the close of business on January 7, 2024, based on the representations made by the Company in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).
Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.
Generally, upon the exercise of any security convertible or exchangeable for any common stock of the Company by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.
/s/ Robert M. Davis, Robert M. Davis, Chairman and Chief Executive Officer
2024-01-17
/s/ Sunil A. Patel, Sunil A. Patel, SVP, Business Development & Licensing
2024-01-17