4//SEC Filing
Lathi Vijay K 4
Accession 0000950170-24-029449
CIK 0001708493other
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 5:28 PM ET
Size
31.0 KB
Accession
0000950170-24-029449
Insider Transaction Report
Form 4
New Leaf BPO Associates II, L.P.
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-03-11−395,783→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−85,750→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (85,750 underlying) - Disposition to Issuer
Common Stock
2024-03-11−1,463,386→ 0 total - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−299,430→ 0 totalExercise: $9.79From: 2023-03-23Exp: 2031-03-23→ Common Stock (299,430 underlying) - Disposition to Issuer
8.000% Series A Redeemable Preferred Stock
2024-03-11−10,000→ 0 total - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−686,000→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (686,000 underlying)
Transactions
- Disposition to Issuer
Common Stock
2024-03-11−1,463,386→ 0 total - Disposition to Issuer
Common Stock
2024-03-11−395,783→ 0 total(indirect: See Footnote) - Disposition to Issuer
8.000% Series A Redeemable Preferred Stock
2024-03-11−10,000→ 0 total - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−299,430→ 0 totalExercise: $9.79From: 2023-03-23Exp: 2031-03-23→ Common Stock (299,430 underlying) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−686,000→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (686,000 underlying) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−85,750→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (85,750 underlying)
New Leaf Ventures III, L.P.
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-03-11−395,783→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−299,430→ 0 totalExercise: $9.79From: 2023-03-23Exp: 2031-03-23→ Common Stock (299,430 underlying) - Disposition to Issuer
8.000% Series A Redeemable Preferred Stock
2024-03-11−10,000→ 0 total - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−686,000→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (686,000 underlying) - Disposition to Issuer
Common Stock
2024-03-11−1,463,386→ 0 total - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−85,750→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (85,750 underlying)
Transactions
- Disposition to Issuer
8.000% Series A Redeemable Preferred Stock
2024-03-11−10,000→ 0 total - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−299,430→ 0 totalExercise: $9.79From: 2023-03-23Exp: 2031-03-23→ Common Stock (299,430 underlying) - Disposition to Issuer
Common Stock
2024-03-11−1,463,386→ 0 total - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−686,000→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (686,000 underlying) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−85,750→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (85,750 underlying) - Disposition to Issuer
Common Stock
2024-03-11−395,783→ 0 total(indirect: See Footnote)
Transactions
- Disposition to Issuer
Common Stock
2024-03-11−395,783→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2024-03-11−1,463,386→ 0 total - Disposition to Issuer
8.000% Series A Redeemable Preferred Stock
2024-03-11−10,000→ 0 total - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−686,000→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (686,000 underlying) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−299,430→ 0 totalExercise: $9.79From: 2023-03-23Exp: 2031-03-23→ Common Stock (299,430 underlying) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−85,750→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (85,750 underlying)
New Leaf BPO Management II, L.L.C
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-03-11−395,783→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−85,750→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (85,750 underlying) - Disposition to Issuer
Common Stock
2024-03-11−1,463,386→ 0 total - Disposition to Issuer
8.000% Series A Redeemable Preferred Stock
2024-03-11−10,000→ 0 total - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−299,430→ 0 totalExercise: $9.79From: 2023-03-23Exp: 2031-03-23→ Common Stock (299,430 underlying) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−686,000→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (686,000 underlying)
Lathi Vijay K
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-03-11−1,463,386→ 0 total - Disposition to Issuer
Common Stock
2024-03-11−395,783→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−299,430→ 0 totalExercise: $9.79From: 2023-03-23Exp: 2031-03-23→ Common Stock (299,430 underlying) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−686,000→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (686,000 underlying) - Disposition to Issuer
Common Stock Warrant (Right to Buy)
2024-03-11−85,750→ 0 total(indirect: See Footnote)Exercise: $5.83From: 2023-10-25Exp: 2026-10-25→ Common Stock (85,750 underlying) - Disposition to Issuer
8.000% Series A Redeemable Preferred Stock
2024-03-11−10,000→ 0 total
Footnotes (8)
- [F1]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").
- [F2]Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (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").
- [F3]These shares are held directly by New Leaf Biopharma Opportunities II, L.P. ("BPO-II"). The sole general partner of BPO-II is New Leaf BPO Associates II, L.P. ("NLBA-II"). The sole general partner of NLBA-II is New Leaf BPO Management II, L.L.C. ("BPO Management-II"). Each of NLBA-II and BPO Management-II disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLBA-II or BPO Management-II are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
- [F4]Ronald Hunt, a board member of the Issuer, and Vijay K. Lathi (collectively, the "BPO-II Managing Directors") are managing directors of BPO Management-II and may each be deemed to have shared voting and investment power with respect to these securities. Each of the BPO-II Managing Directors disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
- [F5]These shares are held directly by New Leaf Ventures III, L.P. ("NLV-III"). The sole general partner of NLV-III is New Leaf Venture Associates III,L.P. ("NLVA-III"). The sole general partner of NLVA-III is New Leaf Venture Management III, L.L.C. ("Management-III"). Each of NLVA-III and Management-III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLVA-III or Management-III are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
- [F6]Ronald Hunt, a board member of the Issuer, and Vijay K. Lathi (collectively, the "NLV-III Managers") are managing directors of Management-III and may each be deemed to have shared voting and investment power with respect to these securities. Each of the NLV-III Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
- [F7]Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of the Issuer's Series A Redeemable Preferred Stock, par value of $0.0001 per share ("Series A Preferred Stock") issued and outstanding was cancelled and the holder thereof was entitled to receive $3,577.77 per share of Series A Preferred Stock in respect of each Series A Preferred Stock determined in accordance with the terms of the Series A Preferred Stock, subject to applicable withholding taxes.
- [F8]Pursuant to the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof or the parties to the Merger Agreement, each warrant that was outstanding and unexercised immediately prior to the Effective Time, in accordance with its terms, ceased to represent a warrant exercisable for Common Stock and became a warrant exercisable for the Common Stock Merger Consideration that such holder would have been entitled to receive if such warrant had been exercised immediately prior to the Effective Time.
Documents
Issuer
Harpoon Therapeutics, Inc.
CIK 0001708493
Entity typeother
Related Parties
1- filerCIK 0001340806
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 5:28 PM ET
- Size
- 31.0 KB