New Leaf Biopharma Opportunities II, L.P. - Oct 25, 2023 Form 4 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: Oct 25, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/27/2023, 04:41 PM
Previous filing: Mar 27, 2023
Next filing: Mar 11, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HARP	Common Stock	Purchase		+1.37M	+1501.32%		1.46M	Oct 25, 2023	Direct	F1, F2, F3, F4
transaction	HARP	Common Stock	Purchase		+172K	+76.47%		396K	Oct 25, 2023	See Footnote	F1, F2, F5, F6
holding	HARP	8.000% Series A Redeemable Preferred Stock						10K	Oct 25, 2023	Direct	F3, F4, F7

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
transaction	HARP	Common Stock Warrant (Right to Buy)	Purchase		+686K			686K	Oct 25, 2023	Common Stock	686K	$5.83	Direct	F1, F3, F4, F8
transaction	HARP	Common Stock Warrant (Right to Buy)	Purchase		+85.8K			85.8K	Oct 25, 2023	Common Stock	85.8K	$5.83	See Footnote	F1, F5, F6, F8

* 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 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.
F2	Shares reflect a 1:10 reverse stock split of the Issuer's Common Stock effective September 1, 2023.
F3	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.
F4	Ronald Hunt, 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.
F5	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.
F6	Ronald Hunt, a board member of the Issuer, and Vijay K. Lathi (collectively, the "NLV-III Managers") are managing directors of Management-III and 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.
F7	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.
F8	The exercise price is also subject to adjustment pursuant to the Common Stock Warrant issued on October 25, 2023.