New Leaf Biopharma Opportunities II Form 4 Harpoon Therapeutics / Leaf Venture Management III, L.L.C. New 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^*

New Leaf Ventures III, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(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)
02/12/2019

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	02/12/2019		C		1,564,272	A	(1)	1,564,272	I	See footnote(2)(3)
Common Stock	02/12/2019		C		464,281	A	(1)	2,028,553	I	See footnote(2)(3)
Common Stock	02/12/2019		C		464,281	A	(1)	464,281	I	See footnote(4)(5)
Common Stock	02/12/2019		P		214,286	A	$14	2,242,839	I	See footnote(2)(3)
Common Stock	02/12/2019		P		214,285	A	$14	678,566	I	See footnote(4)(5)

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
Series B Convertible Preferred Stock	(1)	02/12/2019		C			1,564,272	(1)	(1)	Common Stock	1,564,272	(1)	0	I	See footnote(2)(3)
Series C Convertible Preferred Stock	(1)	02/12/2019		C			464,281	(1)	(1)	Common Stock	464,281	(1)	0	I	See footnote(2)(3)
Series C Convertible Preferred Stock	(1)	02/12/2019		C			464,281	(1)	(1)	Common Stock	464,281	(1)	0	I	See footnote(4)(5)

1. Name and Address of Reporting Person^*

New Leaf Ventures III, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf Venture Associates III, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf Venture Management III, L.L.C.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf Biopharma Opportunities II, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf BPO Associates II, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf BPO Management II, L.L.C

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. All series of convertible preferred stock automatically converted into shares of the Issuer's common stock on a 1-for-1 basis, for no additional consideration, upon the closing of the Issuer's initial public offering.

2. These shares are held directly by New Leaf Ventures III, L.P. ("NLV-III"). The general partner of NLV-III is New Leaf Venture Associates III, L.P. ("NLVA-III"). The 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.

3. Each of Ronald M. Hunt, a member of the Issuer's board of directors, Vijay K. Lathi, and Liam T. Ratcliffe, the managers of Management-III (the "NLV-III Managers"), 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.

4. These shares are held directly by New Leaf Ventures Biopharma Opportunities II, L.P. ("BPO-II"). The general partner of BPO-II is New Leaf BPO Associates II, L.P. ("NLBA-II"). The 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.

5. Each of Ronald M. Hunt, Vijay K. Lathi, Liam T. Ratcliffe and Isaac A. Manke, the managers of BPO Management-II (the "BPO-II Managers"), may each be deemed to have shared voting and investment power with respect to these securities. Each of the BPO-II 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.

Remarks:

	New Leaf Ventures III, L.P., By: New Leaf Venture Associates III, L.P., its general partner, By: New Leaf Venture Management III, L.L.C., its general partner, By: /s/ Craig Slutzkin, Chief Financial Officer	02/14/2019
	New Leaf Venture Associates III, L.P., By: New Leaf Venture Management II, L.L.C., its general partner, by /s/ Craig Slutzkin, Chief Financial Officer	02/14/2019
	New Leaf Venture Management III, L.L.C., By: /s/ Craig Slutzkin, Chief Financial Officer	02/14/2019
	New Leaf Biopharma Opportunities II, L.P., By: New Leaf BPO Associates II, L.P., its general partner, By: New Leaf BPO Management II, L.L.C., its general partner, By: /s/ Craig Slutzkin, Chief Financial Officer	02/14/2019
	New Leaf BPO Associates II, L.P., By: New Leaf BPO Management II, L.L.C., its general partner, By: /s/ Craig Slutzkin, Chief Financial Officer	02/14/2019
	New Leaf BPO Management II, L.L.C., By: /s/ Craig Slutzkin, Chief Financial Officer	02/14/2019
	** Signature of Reporting Person	Date
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