Sec Form 4 Filing - Macdonald Sean @ Leatt Corp - 2022-12-13

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Macdonald Sean 2. Issuer Name and Ticker or Trading Symbol Leatt Corp [ LEAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12 KIEPERSOL DRIVE, ATLAS GARDENS, CONTERMANSKLOOF ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2022 (Street) DURBANVILLE, WESTERN CAPE, T37441 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/13/2022 F( 1 ) 20,240 ( 1 ) A $ 1.6 208,779 ( 1 ) D Common Stock, par value $0.001 per share 12/13/2022 F( 2 ) 69,030 ( 2 ) A $ 2.3 277,809 ( 2 ) D Common Stock, par value $0.001 per share 12/20/2022 A( 3 ) 10,000 ( 3 ) A $ 18.51 287,809 ( 3 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Indirec t Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Macdonald Sean 12 KIEPERSOL DRIVE, ATLAS GARDENS CONTERMANSKLOOF ROAD DURBANVILLE, WESTERN CAPE, T37441 X Signatures /s/ Sean Macdonald 03/31/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 24, 2017, the Issuer's Board of Directors approved a grant to the Reporting Person, of a ten-year option to purchase 78,000 shares of the Issuer's common stock at $1.60 per share under the 2011 Plan, which vested in full on December 31, 2019. On December 13, 2022, the Reporting Person exercised his option to purchase 22,000 of these shares at an aggregate exercise price of $35,200. The purchase price was paid through a cashless transaction whereby the Issuer withheld 1,760 of the shares at the fair market value of $20 per share, in lieu of cash payment and the Reporting person received the remaining 20,240 shares. ( 2 )On February 25, 2019, the Issuer's Board of Directors approved a grant to the Reporting Person, of a ten-year option to purchase 78,000 shares of the Issuer's common stock at $2.30 per share under the 2011 Amended and Restated Equity Incentive Plan ("2011 Plan"), which vested in full on February 25, 2022. On December 13, 2022, the Reporting Person exercised his option to purchase these shares at an aggregate exercise price of $179,400. The purchase price was paid through a cashless transaction whereby the Issuer withheld 8,970 of the shares at the fair market value of $20 per share, in lieu of cash payment and the Reporting person received the remaining 69,030 shares. ( 3 )On December 20, 2022, the Issuer's Board approved the award of 10,000 restricted shares of the Issuer's common stock to the Reporting Person, pursuant to a Restricted Stock Award Agreement, under the Issuer's 2011 Plan, all of which vested on December 31, 2022. The Reporting Person is now the holder of 287,809 shares of the Issuer's common stock.

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.