Luke Nathaniel Walker - Mar 11, 2024 Form 4 Insider Report for Harpoon Therapeutics, Inc. (HARP)

Signature
/s/ Frank J. Lanza, Attorney-in-Fact
Stock symbol
HARP
Transactions as of
Mar 11, 2024
Transactions value $
$0
Form type
4
Date filed
3/11/2024, 05:25 PM
Previous filing
Jan 9, 2024
Next filing
May 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HARP Common Stock Disposed to Issuer -135K -100% 0 Mar 11, 2024 Direct F1, F2, F3, F4

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 Employee Stock Option (Right to Buy) Disposed to Issuer -30.5K -100% 0 Mar 11, 2024 Common Stock 30.5K $10.80 Direct F1, F5, F6
transaction HARP Employee Stock Option (Right to Buy) Disposed to Issuer -10K -100% 0 Mar 11, 2024 Common Stock 10K $8.90 Direct F1, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Luke Nathaniel Walker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 7, 2024, by and among the Issuer, Merck Sharp & Dohme LLC, a New Jersey limited liability company ("Parent"), and Hawaii Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer on March 11, 2024, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger").
F2 Includes 135,000 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share ("Common Stock").
F3 Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding RSU was cancelled and automatically converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Common Stock Merger Consideration (as defined below) payable with respect to such RSU multiplied by (ii) the total number of shares of Common Stock subject to such RSU immediately prior to the Effective Time, with the number of shares of Company Common Stock subject to any such Company RSU that vests based on the achievement of performance goals determined in accordance with the applicable award agreement.
F4 Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Common Stock was cancelled and automatically converted into the right to receive $23.00 in cash, without interest (the "Common Stock Merger Consideration").
F5 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option") was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the
F6 (Continued from footnote 5) Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof.