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*
GADICKE ANSBERT

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 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)
04/27/2021
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)
Code V Amount (A) or (D) Price
Common Stock 04/27/2021 S(1) 3,501(2) D $20.99(3) 7,016,619 I See Footnote(4)
Common Stock 04/27/2021 S(1) 8,328(5) D $21.26(6) 7,008,291 I See Footnote(7)
Common Stock 04/28/2021 S(1) 14,219(8) D $21.64(9) 6,994,072 I See Footnote(10)
Common Stock 04/28/2021 S(1) 36,803(11) D $22.01(12) 6,957,269 I See Footnote(13)
Common Stock 04/29/2021 S(1) 45,511(14) D $22.02(15) 6,911,758 I See Footnote(16)
Common Stock 04/29/2021 S(1) 21,781(17) D $22.54(18) 6,889,977 I See Footnote(19)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GADICKE ANSBERT

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oncology Impact Fund (Cayman) Management L.P.

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MPM Oncology Impact Management LP

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MPM Oncology Impact Management GP LLC

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
UBS Oncology Impact Fund L.P.

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
Explanation of Responses:
1. Transaction effected pursuant to a plan established pursuant to Rule 10b5-1 on 3/16/2021.
2. The shares were sold as follows: 3,077 by UBS Oncology Impact Fund, L.P. ("UBS Oncology") and 424 by MPM Asset Management LLC ("AM LLC").
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.08 to $21.07 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The shares are held as follows: 2,657,097 by MPM BioVentures 2014, L.P. ("BV 2014"), 152,470 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 96,376 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 308,773 by AM LLC and 3,801,903 by UBS Oncology. 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). MPM Oncology Impact Management GP LLC ("Oncology GP LLC") is the General Partner of MPM Oncology Impact Management LP, the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. BV LLC is the manager of AM BV2014. Messrs. Evnin, Gadicke and Foley are the members of BV LLC and Messrs. Evnin and Gadicke are the members of AM LLC. Mr. Gadicke is the Managing Member of Oncology GP LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
5. The shares were sold as follows: 7,320 by UBS Oncology and 1,008 by AM LLC.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.08 to $21.49 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The shares are held as follows: 2,657,097 by BV 2014, 152,470 by BV 2014(B), 96,376 by AM BV2014, 307,765 by AM LLC and 3,794,583 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
8. The shares were sold as follows: 12,498 by UBS Oncology and 1,721 by AM LLC.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.92 to $21.91 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
10. The shares are held as follows: 2,657,097 by BV 2014, 152,470 by BV 2014(B), 96,376 by AM BV2014, 306,044 by AM LLC and 3,782,085 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
11. The shares were sold as follows: 32,349 by UBS Oncology and 4,454 by AM LLC.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.93 to $22.155 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
13. The shares are held as follows: 2,657,097 by BV 2014, 152,470 by BV 2014(B), 96,376 by AM BV2014, 301,590 by AM LLC and 3,749,736 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
14. The shares were sold as follows: 40,003 by UBS Oncology and 5,508 by AM LLC.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.32 to $22.31 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
16. The shares are held as follows: 2,657,097 by BV 2014, 152,470 by BV 2014(B), 96,376 by AM BV2014, 296,082 by AM LLC and 3,709,733 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
17. The shares were sold as follows: 19,145 by UBS Oncology and 2,636 by AM LLC.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.36 to $22.74 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
19. The shares are held as follows: 2,657,097 by BV 2014, 152,470 by BV 2014(B), 96,376 by AM BV2014, 293,446 by AM LLC and 3,690,588 by UBS Oncology. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
Remarks:
/s/ Ansbert Gadicke 04/29/2021
/s/ Ansbert Gadicke, managing member of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P. 04/29/2021
/s/ Ansbert Gadicke, managing member of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP 04/29/2021
/s/ Ansbert Gadicke, managing member of MPM Oncology Impact Management GP LLC 04/29/2021
/s/ Ansbert Gadicke, managing member of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund L.P. 04/29/2021
** Signature of Reporting Person Date
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