Filing Details

Harpoon Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

41358P106

(CUSIP Number)

February 12, 2019

(Date of Event Which Requires Filing of this Statement)

 

CUSIP No. 41358P106

SCHEDULE 13G

Page 4 of 9 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   OrbiMed Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   1,085,705
		6	SHARED VOTING POWER   0
		7	SOLE DISPOSITIVE POWER   1,085,705
		8	SHARED DISPOSITIVE POWER   0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,085,705
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.54%*
12	TYPE OF REPORTING PERSON (See Instructions)   IA

 

*This percentage is calculated based upon 23,909,025 outstanding shares of common stock, par value $0.0001 per share (the “Shares”) of Harpoon Therapeutics, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on February 8, 2019.

 

 

Harpoon Therapeutics, Inc.

 

 

4000 Shoreline Court, Suite 250

Suite 250

South San Francisco, CA 94080

 

This Schedule 13G is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP VII LLC (“GP VII”), a limited liability company organized under the laws of Delaware, and OrbiMed Capital LLC (“Capital”), a limited liability company organized under the laws of Delaware (collectively, the “Reporting Persons”).

 

See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.

 

 

601 Lexington Avenue, 54th Floor

 

New York, NY 10022

 

 

Please refer to Item 4 on each cover sheet for each filing person.

 

Common Stock

 

               41358P106

 

 

 

Item 4. Ownership:

GP VII is the sole general partner of OrbiMed Private Investments VII, LP (“OPI VII”), which holds 1,360,704 Shares.  Advisors is an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934, as amended, and is the Managing Member of GP VII.  As a result, Advisors and GP VII share the power to direct the vote and the disposition of the Shares held of record by OPI VII.  Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.  On the basis of these relationships, GP VII and Advisors may be deemed to share beneficial ownership of the Shares held by OPI VII.  Capital, a registered investment adviser under the Investment Advisers Act, acts as the investment advisor to Worldwide Healthcare Trust Plc (“WWH”), which holds 1,085,705 Shares.  Capital has discretionary investment management authority with respect to the assets of WWH, which includes the power to vote and otherwise dispose of securities purchased by WWH. Capital exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. On the basis of this relationship, Capital may be deemed to have beneficial ownership of the Shares held by WWH.  Advisors and GP VII disclaim beneficial ownership of the Shares held indirectly by Capital, and Capital disclaims beneficial ownership of the Shares held indirectly by Advisors and GP VII.

 

(a)   Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).

 

 

(b)   Percent of class: See the response(s) to Item 11 on the attached cover page(s).

 

 

(c)   Number of shares as to which such person has:

 

 

       (i)   Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).

 

 

       (ii)   Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).

 

 

       (iii)   Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).

 

 

       (iv)   Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

 

 

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

 

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

See Item 4.

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

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.

 

Dated: February 21, 2019

 

 

 

 

 

---