Hunt Ronald Form 4 Harpoon Therapeutics / RONALD HUNT ownership change

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^*

HUNT RONALD

(Last) (First) (Middle)

C/O NEW LEAF VENTURE PARTNERS

156 FIFTH AVENUE, SUITE 820

(Street)

NEW YORK NY 10010

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	10/25/2023		P		1,372,000	A	(1)	1,463,386	I	See Footnote(2)(3)
Common Stock	10/25/2023		P		171,500	A	(1)	395,783	I	See Footnote(4)(5)
8.000% Series A Redeemable Preferred Stock								10,000(6)	I	See Footnote(2)(3)
Common Stock								6,729	D

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
Common Stock Warrant (Right to Buy)	$5.8345(7)	10/25/2023		P		686,000		10/25/2023	10/25/2026	Common Stock	686,000	(1)	686,000	I	See Footnotes(2)(3)
Common Stock Warrant (Right to Buy)	$5.8345(7)	10/25/2023		P		85,750		10/25/2023	10/25/2026	Common Stock	85,750	(1)	85,750	I	See Footnote(4)(5)

Explanation of Responses:

1. Shares of the Issuer's Common Stock and accompanying warrants were purchased in the Issuer's private placement of Common Stock and warrants pursuant to a Securities Purchase Agreement, dated October 22, 2023, by and among the Issuer and the other purchasers named therein. The shares of Common Stock and warrants acquired were purchased at a price representative of $5.8345 per share of Common Stock and accompanying warrant.

2. 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.

3. The Reporting Person, 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.

4. 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.

5. The Reporting Person, a board member of the Issuer, and Vijay K. Lathi (collectively, the "NLV-III Managers") are managing directors of Management-III and may 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.

6. The terms of the Series A Preferred Stock are set forth in the Certificate of Designation filed as Exhibit 3.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on March 27, 2023.

7. The exercise price is also subject to adjustment pursuant to the Common Stock Purchase Warrant issued on October 25, 2023.

Remarks:

	/s/ Frank J. Lanza, Attorney-in-Fact	10/27/2023
	** Signature of Reporting Person	Date
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