Onsi Douglas E Form 4 LEAP THERAPEUTICS / DOUGLAS E ONSI ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ONSI DOUGLAS E

(Last) (First) (Middle)

C/O LEAP THERAPEUTICS, INC.

47 THORNDIKE STREET SUITE B1-1

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LEAP THERAPEUTICS, INC. [ LPTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CFO, GC, Treasurer & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2018

4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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)	$6.085	07/30/2018		J(1)(2)		21,369		11/14/2017	11/14/2024	Common Stock	21,369	$0	21,369	I(1)(2)	See Footnote(1)(2)

Explanation of Responses:

1. Pro rata distribution from HealthCare Ventures IX, L.P. ("HCV IX") to its limited partner, Nine Capital Partners, LLC. Christopher K. Mirabelli, Douglas E. Onsi and Augustine Lawlor are the Managing Members of Nine Capital Partners, LLC, and as such, beneficially own and share voting and dispositive power with respect to all of the securities owned by Nine Capital Partners, LLC. Mr. Onsi disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in these securities. The reporting person is also (i) a Managing Director of HealthCare Partners IX, LLC, which is the General Partner of HealthCare Partners IX, L.P., which is the General Partner of HCV IX and (ii) a Managing Director of HCV Strategic LLC, which is the General Partner of HealthCare Ventures Strategic Fund, L.P. ("HCV SF").

2. HCV IX continues to hold 3,573,376 shares of common stock and HCV SF continues to hold 343,889 shares of common stock, representing 24.3% and 2.3% respectively, and 26.6% in the aggregate, of the outstanding shares of common stock.

	/s/ Douglas E. Onsi	08/01/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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