Sec Form 13D Filing - Arix Bioscience plc filing for Harpoon Therapeutics Inc. (HARP) - 2020-06-01

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Harpoon Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

41358P106

(CUSIP Number)

Marcus Karia, Group Finance Director

20 Berkeley Square,

Mayfair, London

W1J 6EQ, United Kingdom

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 27, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 41358P 10 6

2

CUSIP No. 41358P 10 6

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This Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2019, as previously amended by Amendment No. 1 (“Amendment No. 1”) to Schedule 13D, filed with the Commission on December 11, 2019 (collectively, the “Schedule 13D”), by the Reporting Persons with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”) of Harpoon Therapeutics, Inc., a Delaware corporation (the “Issuer”), is hereby amended and supplemented by this Amendment No. 2 (“Amendment No. 2”) to Schedule 13D to furnish the additional information set forth herein. Capitalized terms used by not defined herein shall have the respective meanings set forth in the Schedule 13D. Except as otherwise described herein, the information contained in the Schedule 13D remains in effect.

Item 2 of the Schedule 13D is hereby amended by amending Item 2(a), (c) and (f) as follows:

Schedule A attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D.

Item 4 of the Schedule 13D is hereby amended to add the following paragraph:

This Amendment No. 2 is being filed to update the aggregate percentage of Common Stock of the Issuer owned by the Reporting Person due to sales of the Issuer’s Common Stock by the Reporting Persons in multiple transactions on May 27, 2020 and May 28, 2020, as well as changes caused by the issuance of additional Common Stock by the Issuer since the date of the Schedule 13D. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by adding the following paragraph and by amending Item 5(a), (b) and (c) as follows:

The information reported below is based on a total of 24,997,916 shares of Common Stock outstanding as of April 30, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 6, 2020. This Amendment No. 2 is being filed to update the aggregate percentage of Common Stock of the Issuer owned by the Reporting Persons due to sales of the Issuer’s Common Stock by the Reporting Persons in multiple transactions on May 27, 2020 and May 28, 2020, as well as changes caused by the issuance of additional Common Stock by the Issuer since the date of the Schedule 13D. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Schedule 13D.

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On May 28, 2020, the Reporting Persons sold 366,591 shares of Common Stock in open market transactions at a weighted average price of $21.3342 per share.

Except as set forth above, the Reporting Persons have not effected any transaction in the Common Stock of the Issuer during the past 60 days.

Item 6 of the Schedule 13D is hereby amended to delete in its entirety the section titled “Board Representation”. Mark Chin, a member of the Board of Directors of the Issuer, previously served as an Investment Director for a subsidiary of Arix Plc, but is no longer employed by Arix Plc or any of its subsidiaries.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 1, 2020

SCHEDULE A

GENERAL PARTNERS, CONTROL PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS

The following sets forth the name, position, address, principal occupation and citizenship of each general partner, control person, director and/or executive officer of the Reporting Persons (the “Instruction C Persons”). To the best of the Reporting Persons’ knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any Ordinary Shares or is party to any contract or agreement as would require disclosure in this Schedule 13D.

ARIX BIOSCIENCE HOLDINGS LIMITED