Sec Form 4 Filing - Macdonald Sean @ Leatt Corp - 2023-12-22

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

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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) 12/22/2023 (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 12/22/2023 A( 1 ) 76,000 ( 1 ) A $ 9.35 363,809 ( 1 ) 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 Indirect 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 04/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 21, 2023, the Issuer's Board of Directors approved the award of 76,000 restricted shares of the Company's common stock to Mr. Macdonald, pursuant to a Restricted Stock Award Agreement, dated December 22, 2023, under the Company's 2011 Plan. On December 22, 2023, 2,875 of the restricted shares vested, an additional 7,500 will vest on December 22, 2024, another 13,125 restricted shares will vest on December 22, 2025, another 15,000 restricted shares will vest on December 22, 2026, another 18,750 restricted shares will vest on December 22, 2027, and the remaining 18,750 restricted shares will vest on December 22, 2028, provided, however, that one hundred percent (100%) of the Reporting Person's nonvested restricted stock will become fully vested in the event of a change of control. The Reporting Person is now the holder of 363,809 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).

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