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MERCK SHARP & DOHME LLC

Disclosed activity across 3 companies

Tapewire entity
11336
SEC CIK
0000064978

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Pandion Therapeutics, Inc.PAND · Entity 1178810% ownerFebruary 24, 2021March 04, 2021
Personalis, Inc.PSNL · Entity 457210% ownerDecember 19, 2024December 23, 2024

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Pandion Therapeutics, Inc.

Report date February 24, 2021 · Filed March 04, 2021

Jointly reported with Merck & Co., Inc.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.001SEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance Holding disclosure · report date 2021-02-24 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 0

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Panama Merger Sub, Inc. ("Purchaser") into Tender and Support Agreements (each, a "Support Agreement") with certain stockholders of Pandion Therapeutics, Inc. (the "Company"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 24, 2021, by and among the Parent, Purchaser and the Company. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on March 4, 2021 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 11,776,706 shares, which represent approximately 39.99% of the Company's total outstanding shares as of the close of business on February 24, 2021, based on the representations made by the Company in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any common stock of the Company by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

Stock Option (right to buy)SEC Table II · derivative / convertible securityIndirectSee FootnotesNot disclosed Reported balance Holding disclosure · report date 2021-02-24 · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · Balance Not disclosed

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Panama Merger Sub, Inc. ("Purchaser") into Tender and Support Agreements (each, a "Support Agreement") with certain stockholders of Pandion Therapeutics, Inc. (the "Company"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 24, 2021, by and among the Parent, Purchaser and the Company. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on March 4, 2021 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 11,776,706 shares, which represent approximately 39.99% of the Company's total outstanding shares as of the close of business on February 24, 2021, based on the representations made by the Company in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any common stock of the Company by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Panama Merger Sub, Inc. ("Purchaser") into Tender and Support Agreements (each, a "Support Agreement") with certain stockholders of Pandion Therapeutics, Inc. (the "Company"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 24, 2021, by and among the Parent, Purchaser and the Company. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on March 4, 2021 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 11,776,706 shares, which represent approximately 39.99% of the Company's total outstanding shares as of the close of business on February 24, 2021, based on the representations made by the Company in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any common stock of the Company by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

Personalis, Inc.

Report date December 19, 2024 · Filed December 23, 2024

Jointly reported with Merck & Co., Inc.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, $0.0001 par value per shareSEC Table I · non-derivativeIndirectSee footnotes14,044,943 Reported balance Holding disclosure · report date 2024-12-19 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 14,044,943

F1: On December 19, 2024, Merck Sharp & Dohme LLC ("MSD") entered into an Investment Agreement with Personalis, Inc. (the "Company"), pursuant to which MSD purchased from the Company 14,044,943 shares of the Company's common stock, par value $0.0001 per share, at a price per share of $3.56.

F2: MSD is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with MSD, the "Reporting Persons").

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

Filing footnotes · ownership attribution and instrument terms

F1: On December 19, 2024, Merck Sharp & Dohme LLC ("MSD") entered into an Investment Agreement with Personalis, Inc. (the "Company"), pursuant to which MSD purchased from the Company 14,044,943 shares of the Company's common stock, par value $0.0001 per share, at a price per share of $3.56.

F2: MSD is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with MSD, the "Reporting Persons").

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Harpoon Therapeutics, Inc.

Report date March 11, 2024 · Filed March 11, 2024

Jointly reported with Merck & Co., Inc.

Section 16 reporting ended · disclosed 2024-03-11. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.0001SEC Table I · non-derivativeIndirectSee Footnote1,000 Reported balance After 2024-03-11 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2024-03-11 · Purchase · Acquired 21,397,205 · Balance 1,000

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

F2: (Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

F2: (Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
March 11, 2024 Filed Mar 11, 2024 19:27 UTC Harpoon Therapeutics, Inc. HARP · Entity 11424 PurchaseCommon Stock, par value $0.0001 21,397,205 $23.00 $492,135,715.00
Disclosure

SEC source: 0000950170-24-029165 · ownership.xml · nonDerivative · entry 1

Merck & Co., Inc. · CIK 0000310158 · 10% owner

MERCK SHARP & DOHME LLC · CIK 0000064978 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1,000

F1 · shares: Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

F2 · shares: (Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

F1 · balance_after: Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

F2 · balance_after: (Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

F1 · ownership.nature: Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

F2 · ownership.nature: (Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.