Sec Form 13D Filing - MPM BioVentures 2014 L.P. filing for Harpoon Therapeutics Inc. (HARP) - 2021-02-16

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

MPM BioVentures 2014, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

2,667,036

Shared Voting Power

0

Sole Dispositive Power

2,667,036

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

2,667,036

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

8.3%(2)

Type of Reporting Person (See Instructions)

PN

This schedule is filed by MPM BioVentures 2014, L.P. (“BV 2014”), MPM BioVentures 2014 (B), L.P. (“BV 2014(B)”), MPM Asset Management Investors BV2014 LLC (“AM BV2014 LLC”), MPM Asset Management LLC (“AM LLC”), UBS Oncology Impact Fund L.P. (“UBS Oncology”), MPM BioVentures 2014 GP LLC (“BV 2014 GP”), MPM BioVentures 2014 LLC (“BV 2014 LLC”), Oncology Impact Fund (Cayman) Management LP (“Oncology Cayman”), MPM Oncology Impact Management LP (“Oncology LP”) and MPM Oncology Impact Management GP LLC (“Oncology GP”) (collectively, the “MPM Entities”) and Ansbert Gadicke, Luke Evnin and Todd Foley (collectively, the “Listed Persons” and together with the MPM Entities, the “Filing Persons”). The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

This percentage is calculated based upon 32,031,307 shares of the Issuer’s common stock outstanding as of January 11, 2021, as disclosed in, and derived from the Issuer’s (i) final prospectus dated January 6, 2021, filed with the Securities and Exchange Commission (the “Commission”) on January 7, 2021 (the “Prospectus”) and (ii) Current Report on Form 8-K, filed with the Commission on January 11, 2021 (the “Form 8-K,” and collectively with the Prospectus, the “January Offering Documents”).

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

MPM BioVentures 2014 (B), L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

152,470

Shared Voting Power

0

Sole Dispositive Power

152,470

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

152,470

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

0.5%(2)

Type of Reporting Person (See Instructions)

PN

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

MPM Asset Management Investors BV2014 LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

96,737

Shared Voting Power

0

Sole Dispositive Power

96,737

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

96,737

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

0.3%(2)

Type of Reporting Person (See Instructions)

OO

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

MPM Asset Management LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

322,063

Shared Voting Power

0

Sole Dispositive Power

322,063

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

322,063

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

1.0%(2)

Type of Reporting Person (See Instructions)

OO

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

UBS Oncology Impact Fund, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

3,898,422

Shared Voting Power

0

Sole Dispositive Power

3,898,422

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

3,898,422

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

12.2%(2)

Type of Reporting Person (See Instructions)

PN

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

MPM BioVentures 2014 GP LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

2,819,506(2)

Sole Dispositive Power

0

Shared Dispositive Power

2,819,506(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

2,819,506(2)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

8.8%(3)

Type of Reporting Person (See Instructions)

OO

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

Includes 2,667,036 shares of Common Stock held by BV 2014 and 152,470 shares held by BV 2014(B). BV 2014 GP and BV 2014 LLC are the direct and indirect general partners of BV 2014 and BV 2014(B).

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

MPM BioVentures 2014 LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

2,916,243(2)

Sole Dispositive Power

0

Shared Dispositive Power

2,916,243(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

2,916,243(2)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

9.1%(3)

Type of Reporting Person (See Instructions)

OO

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

Includes 2,667,036 shares of Common Stock held by BV 2014, 152,470 shares held by BV 2014(B) and 96,737 shares held by AM BV2014 LLC. BV 2014 GP and BV 2014 LLC are the direct and indirect general partners of BV 2014 and BV 2014(B). BV 2014 LLC is the manager of AM BV2014 LLC.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

Oncology Impact Fund (Cayman) LP

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  &# x2612; (1)

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

3,898,422(2)

Sole Dispositive Power

0

Shared Dispositive Power

3,898,422(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

3,898,422(2)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

12.2%(3)

Type of Reporting Person (See Instructions)

PN

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

Consists of shares held by UBS Oncology. Oncology GP is the general partner of Oncology LP, the General Partner of Oncology (Cayman), the General Partner of UBS Oncology.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

MPM Oncology Impact Management LP

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

3,898,422(2)

Sole Dispositive Power

0

Shared Dispositive Power

3,898,422(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

3,898,422(2)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

12.2%(3)

Type of Reporting Person (See Instructions)

PN

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

Consists of shares held by UBS Oncology. Oncology GP is the general partner of Oncology LP, the General Partner of Oncology (Cayman), the General Partner of UBS Oncology.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

MPM Oncology Impact Management GP LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

3,898,422(2)

Sole Dispositive Power

Shared Dispositive Power

3,898,422(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

3,898,422(2)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

12.2%(3)

Type of Reporting Person (See Instructions)

OO

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

Consists of shares held by UBS Oncology. Oncology GP is the general partner of Oncology LP, the General Partner of Oncology (Cayman), the General Partner of UBS Oncology.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

Ansbert Gadicke

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

OO

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

7,136,728(2)

Sole Dispositive Power

0

Shared Dispositive Power

7,136,728(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

7,136,728(2)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

22.3%(3)

Type of Reporting Person (See Instructions)

IN

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

Includes 2,667,036 shares held by BV 2014, 152,470 shares held by BV 2014(B), 96,737 shares held by AM BV 2014 LLC, 322,063 shares held by AM LLC and 3,898,422 shares held by UBS Oncology. The Reporting Person is a managing director of BV 2014 LLC and a member of AM LLC and the managing director of Oncology GP.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

Luke Evnin

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

OO

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

3,238,306(2)

Sole Dispositive Power

0

Shared Dispositive Power

3,238,306(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

3,238,306(2)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

10.1%(3)

Type of Reporting Person (See Instructions)

IN

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

Includes 2,667,036 shares held by BV 2014, 152,470 shares held by BV 2014(B), 96,737 shares held by AM BV 2014 LLC and 322,063 shares held by AM LLC. The Reporting Person is a managing director of BV 2014 LLC and a member of AM LLC.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

Todd Foley

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

SEC USE ONLY

Source of Funds (See Instructions)

OO

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

2,916,243(2)

Sole Dispositive Power

0

Shared Dispositive Power

2,916,243(2)

Aggregate Amount Beneficially Owned by Each Reporting Person

2,916,243(2)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

9.1%(3)

Type of Reporting Person (See Instructions)

IN

This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

Includes 2,667,036 shares held by BV 2014, 152,470 shares held by BV 2014(B) and 96,737 shares held by AM BV 2014 LLC. The Reporting Person is a managing director of BV 2014 LLC.

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Purpose of Transaction

Interest in Securities of the Issuer

Reporting Person

BV 2014

BV 2014(B)

AM BV 2014 LLC

AM LLC

UBS Oncology

BV 2014 GP(2)

BV 2014 LLC(3)

Oncology Cayman(4)

Oncology LP(4)

Oncology GP(4)

Ansbert Gadicke(5)

Luke Evnin(6)

Todd Foley(7)

This percentage is calculated based on 32,031,307 shares of the Issuer’s Common Stock outstanding as of January 11, 2021, as disclosed in, and derived from the January Offering Documents.

Includes securities held by BV 2014 and BV 2014(B). BV 2014 GP and BV 2014 LLC are the direct and indirect general partners of BV 2014 and BV 2014(B).

Includes securities held by BV 2014, BV 2014(B) and AM BV2014 LLC. BV 2014 GP and BV 2014 LLC are the direct and indirect general partners of BV 2014 and BV 2014(B). BV 2014 LLC is the manager of AM BV2014 LLC.

Includes shares held by UBS Oncology. Oncology GP is the general partner of Oncology LP, the General Partner of Oncology (Cayman), the General Partner of UBS Oncology.

Includes securities held by BV 2014, BV 2014(B), AM BV 2014 LLC, AM LLC and UBS Oncology. The Reporting Person is a managing director of BV 2014 LLC, a member of AM LLC and the managing director of Oncology GP.

Includes securities held by BV 2014, BV 2014(B), AM BV2014 LLC and AM LLC. The Reporting Person is a managing director of BV 2014 LLC and a member of AM LLC.

Includes securities held by BV 2014 and BV 2014(B) and AM BV2014 LLC. The Reporting Person is a managing director of BV 2014 LLC.

Date of

Sale        

1/20/2021

1/20/2021

1/21/2021

1/21/2021

1/21/2021

1/22/2021

1/25/2021

1/26/2021

1/27/2021

2/2/2021

2/3/2021

2/4/2021

2/5/2021

2/8/2021

2/9/2021

2/10/2021

Total

Inapplicable.

Inapplicable.

Material to Be Filed as Exhibits

Agreement regarding filing of joint Schedule 13D.

    /s/ Ansbert Gadicke

    /s/ Ansbert Gadicke

    /s/ Ansbert Gadicke

    /s/ Ansbert Gadicke

    /s/ Ansbert Gadicke

    /s/ Ansbert Gadicke

    /s/ Ansbert Gadicke

    /s/ Ansbert Gadicke

    /s/ Ansbert Gadicke

    /s/ Ansbert Gadicke

    /s/ Todd Foley

    /s/ Luke Evnin

    /s/ Ansbert Gadicke

Agreement regarding filing of joint Schedule 13D.