New Leaf Biopharma Opportunities II, L.P. - Mar 23, 2023 Form 3 Insider Report for Harpoon Therapeutics, Inc. (HARP)

Role: 10%+ Owner
Signature: 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
Stock symbol: HARP
Transactions as of: Mar 23, 2023
Transactions value $: $0
Form type: 3
Date filed: 3/27/2023, 05:49 PM
Next filing: Oct 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	HARP	8.000% Series A Redeemable Preferred Stock						10K	Mar 23, 2023	Direct	F1, F2, F3
holding	HARP	Common Stock						914K	Mar 23, 2023	Direct	F2, F3
holding	HARP	Common Stock						2.24M	Mar 23, 2023	See footnotes	F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	HARP	Common Stock Warrant (Right to Buy)							Mar 23, 2023	Common Stock	2.99M	$0.98	Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares of the Issuer's non-convertible, non-voting 8.000% Series A Redeemable Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), were purchased by New Leaf Biopharma Opportunities II, L.P. ("BPO-II") in the Issuer's private placement of Series A Preferred Stock and warrants and pursuant to a Securities Purchase Agreement, dated March 22, 2023, by and among the Issuer, BPO-II and the other purchasers named therein. 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. The shares of Series A Preferred Stock and Warrants acquired by BPO-II were purchased at a price representative of $1,000 per share for the Series A Preferred Stock.
F2	These shares are held directly by 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.
F3	Each of Ronald M. Hunt, a Board member of the Issuer, and Vijay K. Lathi, are the managing directors of BPO Management-II (the "BPO-II Managers"), and 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. Mr. Hunt is a director of the Issuer and, accordingly, files separate Section 16 reports.
F4	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.
F5	Each of Mr. Hunt, a Board member of the Issuer, and Mr. Lathi, are the managing directors of Management-III (the "NLV-III Managers"), 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. Mr. Hunt is a director of the Issuer and, accordingly, files separate Section 16 reports.