Merck & Co., Inc. - Mar 11, 2024 Form 4 Insider Report for Harpoon Therapeutics, Inc. (HARP)

Role: 10%+ Owner
Signature: /s/ Kelly E.W. Grez, Kelly E.W. Grez, Corporate Secretary
Stock symbol: HARP
Transactions as of: Mar 11, 2024
Transactions value $: $492,135,715
Form type: 4
Date filed: 3/11/2024, 03:27 PM
Previous filing: Jan 17, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HARP	Common Stock, par value $0.0001	Purchase	$492M	+21.4M		$23.00	1K	Mar 11, 2024	See Footnote	F1, F2

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

Merck & Co., Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.
F2	(Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

Content

Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

(Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.