0000950170-24-029434.txt : 20240311 0000950170-24-029434.hdr.sgml : 20240311 20240311171918 ACCESSION NUMBER: 0000950170-24-029434 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240308 FILED AS OF DATE: 20240311 DATE AS OF CHANGE: 20240311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRACHMAN JONATHAN G CENTRAL INDEX KEY: 0001588467 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38800 FILM NUMBER: 24739154 MAIL ADDRESS: STREET 1: 21823 30TH DRIVE SE CITY: BOTHELL STATE: WA ZIP: 98021 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 2024-03-08 true 0001708493 Harpoon Therapeutics, Inc. HARP 0001588467 DRACHMAN JONATHAN G C/O HARPOON THERAPEUTICS, INC. 611 GATEWAY BOULEVARD, SUITE 400 SOUTH SAN FRANCISCO CA 94080 true false false false false Common Stock 2024-03-08 4 A false 415 0.00 A 5415 D Common Stock 2024-03-11 4 D false 5415 D 0 D Director Stock Option (Right to Buy) 17.703 2024-03-11 4 D false 5531 D Common Stock 5531 0 D Director Stock Option (Right to Buy) 20.10 2024-03-11 4 D false 1016 D Common Stock 1016 0 D Director Stock Option (Right to Buy) 6.657 2024-03-11 4 D false 2300 D Common Stock 2300 0 D Represents shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") issuable upon the settlement of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. The fully vested RSUs were granted to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of prorated retainer fees totaling $9,558 for the first quarter of 2024. 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"). Includes 5,415 RSUs. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding RSU was cancelled and automatically converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Common Stock Merger Consideration (as defined below) payable with respect to such RSU multiplied by (ii) the total number of shares of Common Stock subject to such RSU immediately prior to the Effective Time, with the number of shares of Company Common Stock subject to any such Company RSU that vests based on the achievement of performance goals determined in accordance with the applicable award agreement. Pursuant to the terms of the Merger Agreement, at 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"). Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option") (Continued from footnote 6) was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof. /s/ Frank J. Lanza, Attorney-in-Fact 2024-03-11