Leap Therapeutics (LPTX) Form 4 LEAP THERAPEUTICS / AUGUSTINE LAWLOR 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^*

LAWLOR AUGUSTINE

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2024

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
Common Stock	01/26/2024		M		5,000	A	(1)	5,086(2)	D
Common Stock								261,840	I	HCV VIII Liquidating Trust(3)
Common Stock								414,480	I	By HealthCare Ventures IX, L.P.(4)

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
Restricted Stock Units	(1)	01/26/2024		M			5,000	(5)	(5)	Common Stock	5,000	$0	0	D

Explanation of Responses:

1. Restricted Stock Units convert into common stock on a one-for-one basis.

2. The share numbers reflected in Tables I and II have been adjusted to take into account a 10-for-1 reverse stock split of the Company's common stock that was effected on June 20, 2023.

3. The reporting person is the Manager of HCV VIII Liquidating Trust and maintains shared voting and dispositive power over the shares held by HCV VIII Liquidating Trust. The reporting person disclaims beneficial ownership of the shares held by HCV VIII Liquidating Trust except to the extent of his proportionate pecuniary interest therein.

4. The reporting person is 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 HealthCare Ventures IX, L.P. The reporting person beneficially owns and shares voting and dispositive power with respect to all of the securities owned by HealthCare Ventures IX, L.P. and disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.

5. On January 26, 2021, the reporting person was granted 5,000 Restricted Stock Units, vesting on January 26, 2024 or upon a change of control, whichever is earlier, provided that the grantee continues to be employed by, or provides service to the Company from the grant date to the vesting date of the Restricted Stock Units. At such time as the Restricted Stock Units vest, one share of Common Stock shall be issued automatically in settlement of each Restricted Stock Unit.

	/s/ Douglas E. Onsi, as attorney-in-fact for Augustine Lawlor	01/30/2024
	** 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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