SC 13G

NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  New Leaf Ventures III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

0001193125-19-047013.txt : 20190221 0001193125-19-047013.hdr.sgml : 20190221 20190221161432 ACCESSION NUMBER: 0001193125-19-047013 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190221 DATE AS OF CHANGE: 20190221 GROUP MEMBERS: ISAAC A. MANKE GROUP MEMBERS: LIAM T. RATCLIFFE GROUP MEMBERS: NEW LEAF BIOPHARMA OPPORTUNITIES II, L.P. GROUP MEMBERS: NEW LEAF BPO ASSOCIATES II, L.P. GROUP MEMBERS: NEW LEAF BPO MANAGEMENT II, L.L.C. GROUP MEMBERS: NEW LEAF VENTURE ASSOCIATES III, L.P. GROUP MEMBERS: NEW LEAF VENTURE MANAGEMENT III, L.L.C. GROUP MEMBERS: RONALD M. HUNT GROUP MEMBERS: VIJAY K. LATHI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Harpoon Therapeutics, Inc. CENTRAL INDEX KEY: 0001708493 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 473458693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90935 FILM NUMBER: 19622037 BUSINESS ADDRESS: STREET 1: 4000 SHORELINE CT #250 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-443-7400 MAIL ADDRESS: STREET 1: 4000 SHORELINE CT #250 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: New Leaf Ventures III, L.P. CENTRAL INDEX KEY: 0001625653 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 d668432dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. )

Harpoon Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

41358P106

(CUSIP Number)

February 12, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

(1)	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 41358P106		13G		Page 2 of 16 Pages

(1)

All of such shares are Common Stock and held of record by NLV III (as defined in Item 2(a) below). NLVA III (as defined in Item 2(a) below) is the general partner of NLV III and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management III is the sole general partner of NLVA III and ultimate general partner of NLV III and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors (as defined in Item 2(a) below), may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.


CUSIP No. 41358P106		13G		Page 3 of 16 Pages

(1)

All of such shares are Common Stock and held of record by NLV III. NLVA III is the general partner of NLV III and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management III is the sole general partner of NLVA III and ultimate general partner of NLV III and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.


CUSIP No. 41358P106		13G		Page 4 of 16 Pages

(1)

(2)	Based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.


CUSIP No. 41358P106		13G		Page 5 of 16 Pages

(1)

All such shares are held of record by Biopharma II (as defined in Item 2(a) below). NLBA II (as defined in Item 2(a) below) is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II (as defined in Item 2(a) below) is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors (as defined in 2(a) below) may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.


CUSIP No. 41358P106		13G		Page 6 of 16 Pages

(1)

All such shares are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.


CUSIP No. 41358P106		13G		Page 7 of 16 Pages

(1)

(2)	Based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.


CUSIP No. 41358P106		13G		Page 8 of 16 Pages

(1)

2,242,839 of such shares are held of record by NLV III. NLVA III is the general partner of NLV III and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management III is the sole general partner of NLVA III and ultimate general partner of NLV III and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors may be deemed to have shared voting, investment and dispositive power with respect to these securities. 678,566 of such shares are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.


CUSIP No. 41358P106		13G		Page 9 of 16 Pages

(1)

2,242,839 of such shares are held of record by NLV III. NLVA III is the general partner of NLV III and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management III is the sole general partner of NLVA III and ultimate general partner of NLV III and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors, may be deemed to have shared voting, investment and dispositive power with respect to these securities. 678,566 of such shares are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.


CUSIP No. 41358P106		13G		Page 10 of 16 Pages

(1)

(2)	Based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.


CUSIP No. 41358P106		13G		Page 11 of 16 Pages

(1)

(2)	Based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.


CUSIP No. 41358P106		13G		Page 12 of 16 Pages

Schedule 13G

Item 1(a). Name of Issuer:

Harpoon Therapeutics, Inc. (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

4000 Shoreline Court, Suite 250

South San Francisco, CA 94080

Item 2(a). Name of Persons Filing:

This joint statement on Schedule 13G is being filed by New Leaf Ventures III, L.P. (“NLV III”), New Leaf Venture Associates III, L.P. (“NLVA III”), New Leaf Venture Management III, L.L.C. (“NLV Management III”), New Leaf Biopharma Opportunities II, L.P. (“Biopharma II”), New Leaf BPO Associates II, L.P. (“NLBA II”), New Leaf BPO Management II, L.L.C. (“NLB Management II” and together with NLV III, NLVA III, NLV Management III, Biopharma II and NLBA II, the “Reporting Entities”), Ronald M. Hunt, a member of the Issuer’s board of directors (“Hunt”), Vijay K. Lathi (“Lathi”), Liam T. Ratcliffe (“Ratcliffe”) and Isaac A. Manke (“Manke” and, together with Hunt, Lathi and Ratcliffe, the “Reporting Individuals”). The Reporting Entities and the Reporting Individuals collectively are referred to as the “Reporting Persons”. Hunt, Lathi and Ratcliffe are the Managing Directors of NLV Management III (collectively, the “NLV Managing Directors”) and Hunt, Lathi, Manke and Ratcliffe are the Managing Directors of NLB Management (collectively, the “NLB Managing Directors”).

Item 2(b). Address or Principal Business Office or, if None, Residence:

The address of the principal business office of each Reporting Person (other than Lathi) is New Leaf Venture Partners, Times Square Tower, 7 Times Square, Suite 3502, New York, NY 10036.

The address of the principal business office of Lathi is New Leaf Venture Partners, 1200 Park Place, Suite 300, San Mateo, CA 94043.

Item 2(c). Citizenship:

Each of NLV III, NLVA III, Biopharma II and NLBA II is a limited partnership organized under the laws of the State of Delaware.

Each of NLV Management III and NLB Management II is a limited liability company organized under the laws of the State of Delaware.

Each Reporting Individual is a citizen of the United States.

Item 2(d). Title of Class of Securities:

Common Stock, $0.0001 par value per share (“Common Stock”).

Item 2(e). CUSIP Number:

41358P106


CUSIP No. 41358P106		13G		Page 13 of 16 Pages

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4. Ownership.

(a)

Amount beneficially owned:

See line 9 of cover sheets.

NLV III is the record owner of 2,242,839 shares of Common Stock (the “NLV III Shares”). As the sole general partner of NLV III, NLVA III may be deemed to own beneficially the NLV III Shares. As the sole general partner of NLVA III and ultimate general partner of NLV III, NLV Management III may be deemed to own beneficially the NLV III Shares. As the managing directors of NLV Management III, each of the NLV Managing Directors also may be deemed to own beneficially the NLV III Shares.

Biopharma II is the record owner of 678,566 shares of Common Stock (the “Biopharma II Shares”). As the sole general partner of Biopharma II, NLBA II may be deemed to own beneficially the Biopharma II Shares. As the sole general partner of NLBA II and ultimate general partner of Biopharma II, NLB Management II may be deemed to own beneficially the Biopharma II Shares. As the managing directors of NLB Management II, each of the NLB Managing Directors also may be deemed to own beneficially the Biopharma II Shares.

(b)

Percent of class:

See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 23,909,025 shares of Common Stock outstanding following the Issuer’s initial public offering, as reported by the Issuer in its Prospectus, filed with the Securities and Exchange Commission on February 8, 2019.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: see line 5 of cover sheets.*

(ii)

Shared power to vote or to direct the vote: see line 6 of cover sheets.*

(iii)

Sole power to dispose or to direct the disposition of: see line 7 of cover sheets.*

(iv)

Shared power to dispose or to direct the disposition of: see line 8 of cover sheets.*

*	Each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record and to the extent of its pecuniary interest therein.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreements of each of NLV III, NLVA III, Biopharma II and NLBA II, and the limited liability company agreement of NLV Management III and NLB Management II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.


CUSIP No. 41358P106		13G		Page 14 of 16 Pages

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

Material to be Filed as Exhibits.

Exhibit 1 – Agreement Regarding Joint Filing of Schedule 13G.


CUSIP No. 41358P106		13G		Page 15 of 16 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 21, 2019


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 L. Slutzkin
			Craig L. Slutzkin
			Chief Financial Officer

NEW LEAF VENTURE ASSOCIATES III, L.P.

By:	NEW LEAF VENTURE MANAGEMENT III, L.L.C.
	Its General Partner

	By:	/s/ Craig L. Slutzkin
		Craig L. Slutzkin
		Chief Financial Officer

NEW LEAF VENTURE MANAGEMENT III, L.L.C.

By:	/s/ Craig L. Slutzkin
	Craig L. Slutzkin Chief Financial Officer

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 L. Slutzkin
			Craig L. Slutzkin
			Chief Financial Officer



NEW LEAF BPO ASSOCIATES II, L.P.

By:	NEW LEAF BPO MANAGEMENT II, L.L.C.
	Its General Partner

	By:	/s/ Craig L. Slutzkin
		Craig L. Slutzkin
		Chief Financial Officer

NEW LEAF BPO MANAGEMENT II, L.L.C.

By:	/s/ Craig L. Slutzkin
	Craig L. Slutzkin
	Chief Financial Officer

Vijay K. Lathi

Ronald M. Hunt

Liam T. Ratcliffe

Isaac A. Manke

/s/ Craig L. Slutzkin

* Craig L. Slutzkin

As attorney-in-fact

*	This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

EX-99.1 2 d668432dex991.htm EX-99.1 EX-99.1

AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13G

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of securities of the Issuer.

Date: February 21, 2019


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 L. Slutzkin
			Craig L. Slutzkin
			Chief Financial Officer

NEW LEAF VENTURE ASSOCIATES III, L.P.

By:	NEW LEAF VENTURE MANAGEMENT III, L.L.C.
	Its General Partner

	By:	/s/ Craig L. Slutzkin
		Craig L. Slutzkin
		Chief Financial Officer

NEW LEAF VENTURE MANAGEMENT III, L.L.C.

By:	/s/ Craig L. Slutzkin
	Craig L. Slutzkin Chief Financial Officer

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 L. Slutzkin
			Craig L. Slutzkin
			Chief Financial Officer


NEW LEAF BPO ASSOCIATES II, L.P.

By:	NEW LEAF BPO MANAGEMENT II, L.L.C.
	Its General Partner

	By:		/s/ Craig L. Slutzkin
		Craig L. Slutzkin
		Chief Financial Officer

NEW LEAF BPO MANAGEMENT II, L.L.C.

By:	/s/ Craig L. Slutzkin
	Craig L. Slutzkin
	Chief Financial Officer

Vijay K. Lathi

Ronald M. Hunt

Liam T. Ratcliffe

Isaac A. Manke

/s/ Craig L. Slutzkin

* Craig L. Slutzkin

As attorney-in-fact

*	This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.