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^*

MPM BioVentures 2014, L.P.

(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)

	Form filed by One Reporting Person
X	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		1,525,164	A	⁽¹⁾	1,847,227	I	See Footnote⁽²⁾⁽³⁾
Common Stock	02/12/2019		C		1,578,751	A	⁽¹⁾	3,425,978	I	See Footnote⁽³⁾⁽⁴⁾
Common Stock	02/12/2019		C		417,852	A	⁽¹⁾	3,843,830	I	See Footnote⁽³⁾⁽⁵⁾
Common Stock	02/12/2019		X⁽⁶⁾		432,119	A	$0.0492	4,275,949	I	See Footnote⁽³⁾⁽⁷⁾
Common Stock	02/12/2019		S⁽⁶⁾		1,524	D	$14	4,274,425	I	See Footnote⁽³⁾⁽⁸⁾
Common Stock	02/12/2019		P		250,000	A	$14	4,524,425	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			1,525,164	⁽¹⁾	⁽¹⁾	Common Stock	1,525,164	$0.00	0	I	See Footnote⁽¹⁰⁾
Series B Preferred Stock	⁽¹⁾	02/12/2019		C			1,578,751	⁽¹⁾	⁽¹⁾	Common Stock	1,578,751	$0.00	0	I	See Footnote⁽¹⁰⁾
Series C Preferred Stock	⁽¹⁾	02/12/2019		C			417,852	⁽¹⁾	⁽¹⁾	Common Stock	417,852	$0.00	0	I	See Footnote⁽¹⁰⁾
Common Stock Warrant (Right to Buy)	$0.0492	02/12/2019		X⁽⁶⁾			25,418	03/24/2015	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⁾			76,256	11/01/2016	11/01/2026	Common Stock	76,256	$0.00	0	I	See Footnote⁽¹⁰⁾
Common Stock Warrant (Right to Buy)	$0.0492	02/12/2019		X⁽⁶⁾			50,837	01/10/2017	01/10/2027	Common Stock	50,837	$0.00	0	I	See Footnote⁽¹⁰⁾

1. Name and Address of Reporting Person^*

MPM BioVentures 2014, L.P.

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MPM ASSET MANAGEMENT LLC

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 (B), L.P.

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MPM Asset Management Investors BV2014 LLC

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 LLC

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 GP LLC

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Foley Todd

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. All series of convertible preferred stock automatically converted 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 had 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") 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). Luke Evnin, Ansbert Gadicke and Todd Foley are the members of BV LLC and Luke Evnin and Anbert Gadicke are the members of AM LLC.

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

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

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

6. On February 12, 2019, BV 2014, BV 2014(B) and AM BV2014 exercised warrants to purchase an aggregate of 432,119 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) and 14,206 by AM BV2014. The exercise price was paid on a cashless basis, resulting in the Issuer's withholding of an aggregate of 1,524 of the warrant shares to pay the exercise price and issuing to the respective Reporting Persons the remaining 430,595 shares.

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

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

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

10. No securities held by the Reporting Persons.

Remarks:

	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014, L.P.	02/14/2019
	/s/ Ansbert Gadicke, managing member of MPM Asset Management	02/14/2019
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014 (B), L.P.	02/14/2019
	/s/ Howard Rubin, director of MPM Asset Management Investors BV2014 LLC	02/14/2019
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC	02/14/2019
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC	02/14/2019
	/s/ Todd Foley	02/14/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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