Leap Therapeutics Inc.

11/15/2024 | Press release | Distributed by Public on 11/15/2024 16:29

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mirabelli Christopher
2. Issuer Name and Ticker or Trading Symbol
LEAP THERAPEUTICS, INC. [LPTX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last) (First) (Middle)
C/O LEAP THERAPEUTICS, INC., 47 THORNDIKE STREET SUITE B1-1 		3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
(Street)
CAMBRIDGE, MA 02141 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/13/2024 X(1) 2,136 A $2.82 678,456(2)(3) I See Footnotes(1)(2)(3)
Common Stock 5,086 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) $2.82 11/13/2024 X(1) 2,136 11/14/2017 11/14/2024 Common Stock, $0.001 par value per share 2,136 $ 0 0 I See Footnote(1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mirabelli Christopher
C/O LEAP THERAPEUTICS, INC.
47 THORNDIKE STREET SUITE B1-1
CAMBRIDGE, MA 02141 		X Chairman of the Board

Signatures

/s/ Douglas E. Onsi, as Attorney-in-Fact for Christopher Mirabelli 11/15/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On November 13, 2024, Nine Capital Partners, LLC ("Nine Capital Partners") exercised a warrant to purchase 2,136 shares of the Issuer's common stock at an exercise price of $2.82 per share. The reporting person is a managing member of Nine Capital Partners and may be deemed to have had beneficial ownership of such warrant exercised by Nine Capital Partners and to have beneficial ownership of the 2,136 shares of Common Stock purchased by Nine Capital Partners upon exercise of such warrant. The reporting person disclaims beneficial ownership of such warrant and of such shares of Common Stock, except to the extent of the reporting person's proportionate pecuniary interest in such warrant and such shares of Common Stock.
(2) Includes (i) 2,136 shares of Common Stock held by Nine Capital Partners, (ii) 414,480 shares of Common Stock held by HealthCare Ventures IX, L.P. ("HCV IX"), and (iii) 261,840 shares of Common Stock held by the HCV VIII Trust ("HCV Trust"). See footnote (1) above for an explanation of the reporting person's beneficial ownership of the 2,136 shares of Common Stock held by Nine Capital Partners. The reporting person is a Managing Director of HCPIX LLC, which is the General Partner of HealthCare Partners IX, which is the General Partner of HCV IX and may be deemed to have beneficial ownership of the 414,480 shares of Common Stock held by HCV IX. The reporting person is a beneficiary of the HCV Trust and may be deemed to have beneficial ownership of the 261,840 shares of Common Stock held by the HCV Trust.
(3) The reporting person disclaims beneficial ownership of such shares of Common Stock held by each of Nine Capital Partners, HCV IX, and the HCV Trust, except to the extent of the reporting person's proportionate pecuniary interest in such shares of Common Stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.