MPM Asset Management Investors BV2014 Form 3 Harpoon Therapeutics / Todd Foley ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

MPM BioVentures 2014, L.P.

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2019

3. Issuer Name and Ticker or Trading Symbol
Harpoon Therapeutics, Inc. [ HARP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	322,063	I	See Footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	(3)	Common Stock	1,525,164	0.00(3)	I	See Footnote(2)(4)
Series B Preferred Stock	(3)	(3)	Common Stock	1,578,751	0.00(3)	I	See Footnote(2)(5)
Series C Preferred Stock	(3)	(3)	Common Stock	417,852	0.00(3)	I	See Footnote(2)(6)
Common Stock Warrant (Right to Buy)	03/24/2015	03/24/2025	Common Stock	25,418	0.0492	I	See Footnote(2)(7)
Common Stock Warrant (Right to Buy)	07/23/2015	07/23/2025	Common Stock	57,192	0.0492	I	See Footnote(2)(8)
Common Stock Warrant (Right to Buy)	08/19/2015	08/19/2025	Common Stock	171,579	0.0492	I	See Footnote(2)(9)
Common Stock Warrant (Right to Buy)	12/16/2015	12/14/2025	Common Stock	50,837	0.0492	I	See Footnote(2)(10)
Common Stock Warrant (Right to Buy)	11/01/2016	11/01/2026	Common Stock	76,256	0.0492	I	See Footnote(2)(11)
Common Stock Warrant (Right to Buy)	01/10/2017	01/10/2027	Common Stock	50,837	0.0492	I	See Footnote(2)(12)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014, 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 BioVentures 2014 (B), 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 Asset Management Investors BV2014 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^*

MPM BioVentures 2014 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^*

MPM BioVentures 2014 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^*

Foley Todd

(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 ASSET MANAGEMENT LLC

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. The shares are held by MPM Asset Management LLC ("AM LLC"). Luke Evnin and Ansbert Gadicke are the members of AM LLC.

2. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

3. All series of convertible preferred stock will automatically convert into the number of shares of the Issuer's common stock on a 1-for-1 basis, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering and have no expiration date.

4. The shares are held as follows: 1,382,777 by MPM BioVentures 2014, L.P. ("BV 2014"), 92,229 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)") and 50,158 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"). 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). Luke Evnin, Ansbert Gadicke and Todd Foley are the members of BV LLC.

5. The shares are held as follows: 1,431,365 by BV 2014, 95,467 by BV 2014(B) and 51,919 by AM BV2014.

6. The shares are held as follows: 378,843 by BV 2014, 25,268 by BV 2014(B) and 13,741 by AM BV2014.

7. The warrants are held as follows: 23,046 by BV 2014, 1,537 by BV 2014(B) and 835 by AM BV2014.

8. The warrants are held as follows: 51,854 by BV 2014, 3,458 by BV 2014(B) and 1,880 by AM BV2014.

9. The warrants are held as follows: 155,562 by BV 2014, 10,375 by BV 2014(B) and 5,642 by AM BV2014.

10. The warrants are held as follows: 46,092 by BV 2014, 3,074 by BV 2014(B) and 1,671 by AM BV2014.

11. The warrants are held as follows: 69,138 by BV 2014, 4,611 by BV 2014(B) and 2,507 by AM BV2014.

12. The warrants are held as follows: 46,092 by BV 2014, 3,074 by BV 2014(B) and 1,671 by AM BV2014.

Remarks:

	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the general partner of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014, L.P.	02/07/2019
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the general partner of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014 (B), L.P.	02/07/2019
	/s/ Howard Rubin, director of MPM Asset Management Investors BV2014 LLC	02/07/2019
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC	02/07/2019
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the general partner of MPM BioVentures 2014 GP LLC	02/07/2019
	/s/ Todd Foley	02/07/2019
	/s/ Ansbert Gadicke, member of MPM Asset Management LLC	02/07/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.