Harpoon Therapeutics (HARP) Form 4 Harpoon Therapeutics / LUKE EVNIN 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^*

MPM BioVentures 2014, L.P.

(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)
01/20/2021

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	01/20/2021		S(1)		15,694(2)	D	$23.95(3)	4,508,731	I	See Footnote(4)(5)
Common Stock	01/20/2021		S(1)		2,000(6)	D	$24.71(7)	4,506,731	I	See Footnote(5)(8)
Common Stock	01/20/2021		J(1)(9)		101,646	D	(9)	4,405,085	I	See Footnote(5)(10)
Common Stock	01/21/2021		S(1)		20,979(11)	D	$22.11(12)	4,384,106	I	See Footnote(5)(13)
Common Stock	01/21/2021		S(1)		4,887(14)	D	$22.61(15)	4,379,219	I	See Footnote(5)(16)
Common Stock	01/21/2021		S(1)		200(17)	D	$23.77	4,379,019	I	See Footnote(5)(18)
Common Stock	01/22/2021		S(1)		24,695(19)	D	$21.72(20)	4,354,324	I	See Footnote(5)(21)
Common Stock								3,898,422	I	See Footnote(5)(22)

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^*

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 ASSET MANAGEMENT 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 (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^*

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^*

EVNIN LUKE

(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 12/21/2020.

2. The shares were sold as follows: 15,145 by MPM BioVentures 2014, L.P. ("BV 2014") and 549 by MPM Asset Management Investors BV2014 LLC ("AM BV2014").

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.58 to $24.52 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: 3,794,906 by BV 2014, 254,116 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 137,646 by MPM Asset Management Investors BV2014 LLC ("AM BV2014") and 322,063 by MPM Asset Management LLC ("AM LLC"). 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 and Luke Evnin and Anbert Gadicke are the members of AM LLC.

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

6. The shares were sold as follows: 1,930 by BV 2014 and 70 by AM BV2014.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.60 to $24.84 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.

8. The shares are held as follows: 3,792,976 by BV 2014, 254,116 by BV 2014(B), 137,576 by AM BV2014 and 322,063 by AM LLC. MPM BioVentures 2014 GP LLC and 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 and Luke Evnin and Anbert Gadicke are the members of AM LLC.

9. Represents a pro rata in-kind distribution from BV 2014(B) to its limited partners for no consideration.

10. The shares are held as follows: 3,792,976 by BV 2014, 152,470 by BV 2014(B), 137,576 by AM BV2014 and 322,063 by AM LLC. MPM BioVentures 2014 GP LLC and 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 and Luke Evnin and Anbert Gadicke are the members of AM LLC.

11. The shares were sold as follows: 20,245 by BV 2014 and 734 by AM BV2014.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.36 to $22.33 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: 3,772,731 by BV 2014, 152,470 by BV 2014(B), 136,842 by AM BV2014 and 322,063 by AM LLC. MPM BioVentures 2014 GP LLC and 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 and Luke Evnin and Anbert Gadicke are the members of AM LLC.

14. The shares were sold as follows: 4,716 by BV 2014 and 171 by AM BV2014.

15. 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 $23.25 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: 3,768,015 by BV 2014, 152,470 by BV 2014(B), 136,671 by AM BV2014 and 322,063 by AM LLC. MPM BioVentures 2014 GP LLC and 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 and Luke Evnin and Anbert Gadicke are the members of AM LLC.

17. The shares were sold as follows: 193 by BV 2014 and 7 by AM BV2014.

18. The shares are held as follows: 3,767,822 by BV 2014, 152,470 by BV 2014(B), 136,664 by AM BV2014 and 322,063 by AM LLC. MPM BioVentures 2014 GP LLC and 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 and Luke Evnin and Anbert Gadicke are the members of AM LLC.

19. The shares were sold as follows: 23,831 by BV 2014 and 864 by AM BV2014.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.48 to $22.35 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.

21. The shares are held as follows: 3,743,991 by BV 2014, 152,470 by BV 2014(B), 135,800 by AM BV2014 and 322,063 by AM LLC. MPM BioVentures 2014 GP LLC and 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 and Luke Evnin and Anbert Gadicke are the members of AM LLC.

22. The reported securities are held in the account of UBS Oncology Impact Fund L.P. ("UBS Oncology"). 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. Ansbert Gadicke is the Managing Member of Oncology GP LLC.

Remarks:

	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014, L.P.	01/22/2021
	/s/ Ansbert Gadicke, managing member of MPM Asset Management	01/22/2021
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014 (B), L.P.	01/22/2021
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the manager of MPM Asset Management Investors BV2014 LLC	01/22/2021
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC	01/22/2021
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC	01/22/2021
	/s/ Todd Foley	01/22/2021
	/s/ Ansbert Gadicke	01/22/2021
	/s/ Luke Evnin	01/22/2021
	** Signature of Reporting Person	Date
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