Sec Form 4 Filing - CAVANAUGH JAMES H @ LEAP THERAPEUTICS, INC. - 2021-02-09

Insider filing report for Changes in Beneficial Ownership
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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
CAVANAUGH JAMES H
2. Issuer Name and Ticker or Trading Symbol
LEAP THERAPEUTICS, INC. [ LPTX]
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)
C/O LEAP THERAPEUTICS, INC., 47 THORNDIKE STREET SUITE B1-1
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2021
(Street)
CAMBRIDGE, MA02141
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
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
Warrant (Right to Buy) $ 1.95 02/09/2021 J( 1 ) 1,154 02/05/2019 02/05/2026 Common Stock, $0.001 par value per share 1,154 ( 2 ) 1,154 I ( 1 ) See Footnote
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CAVANAUGH JAMES H
C/O LEAP THERAPEUTICS, INC.
47 THORNDIKE STREET SUITE B1-1
CAMBRIDGE, MA02141
X
Signatures
/s/ Douglas E. Onsi, as attorney-in-fact for James Cavanaugh 02/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These warrants to purchase common stock were acquired by the reporting person in connection with a transfer (the "Transfer"), for no consideration, of warrants to purchase common stock by HealthCare Ventures IX, L.P. ("HCVIX") to the limited partners of HCVIX, including the reporting person, on a pro rata basis. The term of HCVIX expired on December 31, 2020, at which time HCVIX entered into liquidation. The process of liquidating HCVIX, including the distribution of marketable and non-marketable securities, has commenced in 2021, and HealthCare Partners IX, L.P., the General Partner of HCVIX, as liquidator, will use its best efforts to complete the orderly liquidation of HCVIX.
( 2 )The warrants were acquired in connection with the purchase of an equal number of shares of common stock by HCVIX on February 5, 2019 for $1.75 per share. Each such purchased share of common stock was issued with a warrant to purchase one share of common stock. HCVIX will continue to hold 4,144,804 shares of common stock following the Transfer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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