UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934






 
Harpoon Therapeutics, Inc.
(Name of Issuer)
 
 
Common Stock
(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)
 
 
*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
 SCHEDULE 13G
Page 2 of 8 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
OrbiMed Capital GP VII LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,360,704
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,360,704
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,360,704
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.69%*
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
* This percentage is calculated based upon 23,909,025 outstanding shares of common stock, par value $0.0001 per share (the “Shares”) of Harpoon Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on February 8, 2019.
 
 

 
CUSIP No. 41358P106
SCHEDULE 13G
Page 3 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
OrbiMed Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,360,704
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,360,704
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,360,704
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.69%*
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
*This percentage is calculated based upon 23,909,025 outstanding shares of common stock, par value $0.0001 per share (the “Shares”) of Harpoon Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on February 8, 2019.

 
CUSIP No. 41358P106
SCHEDULE 13G
Page 4 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
OrbiMed Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,085,705
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,085,705
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,085,705
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.54%*
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
*This percentage is calculated based upon 23,909,025 outstanding shares of common stock, par value $0.0001 per share (the “Shares”) of Harpoon Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on February 8, 2019.

 
CUSIP No. 41358P106
SCHEDULE 13G
Page 5 of 9 Pages
 
Item 1.
 (a) Name of Issuer:
 
Harpoon Therapeutics, Inc.
 
  
(b) Address of Issuer’s Principal Executive Offices:
 
4000 Shoreline Court, Suite 250
Suite 250
South San Francisco, CA 94080

 
Item 2.
 
(a) Name of Person Filing:
This Schedule 13G is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP VII LLC (“GP VII”), a limited liability company organized under the laws of Delaware, and OrbiMed Capital LLC (“Capital”), a limited liability company organized under the laws of Delaware (collectively, the “Reporting Persons”).
 
See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.
 
  
(b) Address of Principal Business Office:
 
601 Lexington Avenue, 54th Floor
 
New York, NY 10022
 
  
(c) Citizenship:
 
Please refer to Item 4 on each cover sheet for each filing person.
 
 
 
(d) Title of Class of Securities:
Common Stock
 
 
 
(e) CUSIP No.:
               41358P106
 
 

 
CUSIP No. 41358P106
SCHEDULE 13G
Page 6 of 9 Pages
 
 
Item 3.
 
Not Applicable
 
 
Item 4. Ownership:

GP VII is the sole general partner of OrbiMed Private Investments VII, LP (“OPI VII”), which holds 1,360,704 Shares.  Advisors is an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934, as amended, and is the Managing Member of GP VII.  As a result, Advisors and GP VII share the power to direct the vote and the disposition of the Shares held of record by OPI VII.  Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.  On the basis of these relationships, GP VII and Advisors may be deemed to share beneficial ownership of the Shares held by OPI VII.  Capital, a registered investment adviser under the Investment Advisers Act, acts as the investment advisor to Worldwide Healthcare Trust Plc (“WWH”), which holds 1,085,705 Shares.  Capital has discretionary investment management authority with respect to the assets of WWH, which includes the power to vote and otherwise dispose of securities purchased by WWH. Capital exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. On the basis of this relationship, Capital may be deemed to have beneficial ownership of the Shares held by WWH.  Advisors and GP VII disclaim beneficial ownership of the Shares held indirectly by Capital, and Capital disclaims beneficial ownership of the Shares held indirectly by Advisors and GP VII.
 
(a)   Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
 

 
(b)   Percent of class: See the response(s) to Item 11 on the attached cover page(s).
 

 
(c)   Number of shares as to which such person has:
 

 
       (i)   Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
 

 
       (ii)   Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
 

 
       (iii)   Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
 

 
       (iv)   Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
 

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

Not Applicable.
 

 
CUSIP No. 41358P106
SCHEDULE 13G
Page 7 of 9 Pages
 
 
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
 
See Item 4.
 
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.
 
Item 8. Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9. Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10. Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 

 
CUSIP No. 41358P106
SCHEDULE 13G
Page 8 of 9 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.
 
Dated: February 21, 2019
 
 
 
OrbiMed Capital GP VII LLC
By: OrbiMed Advisors LLC, its Managing Member
 
 
 
 
 
By:
 /s/ Jonathan T. Silverstein
 
 
Name:
 Jonathan T. Silverstein
 
 
Title:
 Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
OrbiMed Advisors LLC
 
 
 
 
 
By:
 /s/ Jonathan T. Silverstein
 
 
Name:
 Jonathan T. Silverstein
 
 
Title:
 Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
OrbiMed Capital LLC
 
   
 
 
/s/ Jonathan T. Silverstein
 
 
Name:
Title:
 Jonathan T. Silverstein
 Member of OrbiMed Capital LLC
 
 
 
 
 
 

 
CUSIP No. 41358P106
SCHEDULE 13G
Page 9 of 9 Pages
 
 
EXHIBIT A
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on this Schedule 13G dated February 21, 2019 (the “Schedule 13G”), with respect to the Common Stock of Harpoon Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 21, 2019.
 
 
 
 
 
OrbiMed Capital GP VII LLC
By: OrbiMed Advisors LLC, its Managing Member
 
 
 
 
 
By:
/s/ Jonathan T. Silverstein
 
 
Name:
Jonathan T. Silverstein
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
OrbiMed Advisors LLC
 
 
 
 
 
By:
/s/ Jonathan T. Silverstein
 
 
Name:
Jonathan T. Silverstein
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
OrbiMed Capital LLC
 
   
 
 
/s/ Jonathan T. Silverstein
 
 
Name:
Title:
Jonathan T. Silverstein
Member of OrbiMed Capital LLC