| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Leatt Corp [ LEAT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/29/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.001 per share | 09/01/2016 | F(1) | 46,800(1) | A | $1(1) | 46,800 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Options to purchase Common Stock, par value $0.001 per share | $2.6 | 03/29/2016 | 03/29/2016 | A | 78,000(2) | 03/29/2016(2) | 03/28/2026 | Common Stock, par value $0.001 per share | 78,000(2) | $0.00 | 156,000(1)(2) | D | |||
| Options to purchase Common Stock, par value $0.001 per share | $1 | 09/01/2016 | 09/01/2016 | M(1) | 78,000(1) | 02/01/2012 | 02/01/2017 | Common Stock, par value $0.001 per share | 46,800(1) | $0.00 | 78,000(2) | D | |||
| Options to purchase Common Stock, par value $0.001 per share | $1.6 | 08/24/2017 | 08/24/2017 | A | 78,000(3) | 12/31/2017 | 08/23/2027 | Common Stock, par value $0.001 per share | 78,000(3) | $0 | 156,000(2)(3) | D | |||
| Explanation of Responses: |
| 1. On February 1, 2012, the Issuer's Board of Directors approved a grant to the Reporting Person, of a 5-year option to purchase 1,950,000 shares of the Issuer's common stock at $0.04 per share under the Issuer's 2011 Plan. After giving effect to the Reverse Split, the Reporting Person had vested options to purchase 78,000 shares of the Company's common stock at $1.00 per share. On September 1, 2016, the Reporting Person exercised his option to purchase all 78,000 shares at an aggregate exercise price of $78,000. The purchase price was paid through a cashless transaction whereby the Issuer withheld 31,200 of the shares in lieu of cash payment and the Reporting person received the remaining 46,800 shares. |
| 2. On March 29, 2016, the Issuer's Board of Directors approved a grant to the Reporting Person of a 10-year option to purchase another 78,000 shares of the Issuer's common stock at an exercise price of $2.60 a share under the Issuer's 2011 Plan, 23,400 of which immediately vested and another 23,400 of which vested on March 29, 2017. The remaining options to purchase 31,200 shares are scheduled to vest in equal parts on March 29, 2018 and 2019, respectively. |
| 3. On August 24, 2017, the Issuer's Board of Directors approved a grant to the Reporting Person of another 10-year option to purchase 78,000 shares of the Issuer's common stock at an exercise price of $1.60 a share under the Issuer's 2011 Plan, 31,200 of the options will vest on December 31, 2017 and the remaining options to purchase 46,800 shares will vest in equal portions on December 31, 2018 and 2019, respectively. |
| /s/ Sean Macdonald | 10/16/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
