4//SEC Filing
DRACHMAN JONATHAN G 4
Accession 0000950170-24-029434
CIK 0001708493other
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 5:19 PM ET
Size
16.2 KB
Accession
0000950170-24-029434
Insider Transaction Report
Form 4
DRACHMAN JONATHAN G
Director
Transactions
- Disposition to Issuer
Director Stock Option (Right to Buy)
2024-03-11−1,016→ 0 totalExercise: $20.10→ Common Stock (1,016 underlying) - Award
Common Stock
2024-03-08+415→ 5,415 total - Disposition to Issuer
Common Stock
2024-03-11−5,415→ 0 total - Disposition to Issuer
Director Stock Option (Right to Buy)
2024-03-11−5,531→ 0 totalExercise: $17.70→ Common Stock (5,531 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2024-03-11−2,300→ 0 totalExercise: $6.66→ Common Stock (2,300 underlying)
Footnotes (7)
- [F1]Represents shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") issuable upon the settlement of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. The fully vested RSUs were granted to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of prorated retainer fees totaling $9,558 for the first quarter of 2024.
- [F2]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").
- [F3]Includes 5,415 RSUs.
- [F4]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.
- [F5]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").
- [F6]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")
- [F7](Continued from footnote 6) 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 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.
Documents
Issuer
Harpoon Therapeutics, Inc.
CIK 0001708493
Entity typeother
Related Parties
1- filerCIK 0001588467
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 5:19 PM ET
- Size
- 16.2 KB