Amended Statement of Beneficial Ownership (sc 13d/a)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

428,206(1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

428,206 (1)

SHARED DISPOSITIVE POWER

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

LEATT CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

522132 10 9

(CUSIP Number)

Jean-Pierre de Villiers

Goedemoed Farm

Keisie Valley

Montagu, South Africa, 6720

+(27) 23 614 1520

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 3, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D


CUSIP No.		5221432 10 9


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jean-Pierre De Villiers
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa

(1)

Consists of 404,206 shares of common stock, par value $0.001 per share (the “Common Stock”), of Leatt Corporation (the “Issuer”), held directly by the Reporting Person and 24,000 shares of Series A Convertible Preferred Stock of the Issuer (the “Preferred Stock”) held directly by the Reporting Person, which Preferred Stock is convertible to Common Stock at the rate of one share of Common Stock for each share of Preferred Stock.

(2)	Calculation of beneficial ownership is based on 5,386,723 issued and outstanding shares of Common Stock of the Issuer as of August 13, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020.

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This Amendment No. 2 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D originally filed by Jean-Pierre de Villiers (the “Reporting Person”) with the Securities and Exchange Commission (the “SEC”) on July 9, 2012, as amended by Amendment No. 1 to Scheduled 13D filed by the Reporting Person with the SEC on June 29, 2012 (as amended, the “Original Schedule 13D”), relating to the common stock, par value $0.001 per share (the “Common Stock”) of Leatt Corporation, a Nevada corporation (the “Issuer”). This Amendment is being filed to update the beneficial ownership of the Reporting Person in connection with certain open market sales of the Issuer’s Common Stock by the Reporting Person. This Amendment amends Items 4 and 5 of the Original Schedule 13D as set forth below. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is amended and supplemented to add the following information:

Except as set forth in this Statement, the Reporting Person has made no proposals, and entered into no agreements, that would be related to or would result in any of the events or matter described in parts (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is amended and restated in its entirety to read as follows:

(a)

For purposes of Rule 13d-3 promulgated under the Act, the Reporting Person owns 428,206 shares of Common Stock, representing 7.9% of the Issuer’s issued and outstanding Common Stock as of the date of this Amendment (including the shares of Preferred Stock held by the Reporting Person), consisting of (i) 404,206 shares of Common Stock of the Issuer owned directly by the Reporting Person, and (ii) 24,000 shares of Preferred Stock held directly by the Reporting Person, which Preferred Stock is convertible to Common Stock at a rate of one share of Common Stock for each share of Preferred Stock.

(b)

The Reporting Person has sole voting and dispositive power over the 428,206 shares of the Issuer’s Common Stock that are directly and beneficially owned by him, and has no shared voting and dispositive power over any shares of the Issuer’s Common Stock. The Reporting Person does not own any other securities of the Issuer.

(c)	The transactions effected by the Reporting Person in respect of shares of the Issuer’s Common Stock during the past 60 days are set forth on Schedule 1 attached hereto and incorporated herein by this reference.

(d)	Except as otherwise indicated above, no other persons are known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, such securities beneficially owned by the Reporting Person.

(e)	Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 24, 2020

Jean-Pierre de Villiers

*/s/ Ellen Canan Grady

Ellen Canan Grady

As Attorney-in-fact

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SCHEDULE 1

Transactions of Reporting Person in the Issuer’s Common Stock During the Past 60 Days

The following sale transactions were effected by the Reporting Person in open market transactions at prevailing market prices. All transactions were in respect of the Issuer’s Common Stock.


Reporting Person	Transaction Date		Price Per Share		Number of Shares		Nature of Transaction
Jean-Pierre De Villiers		July 29, 2020	$	2.16		100		Open Market Sale
Jean-Pierre De Villiers		July 20, 2020	$	2.83		9,148		Open Market Sale
Jean-Pierre De Villiers		July 31, 2020	$	2.82		7,900		Open Market Sale
Jean-Pierre De Villiers		August 3, 2020	$	2.82		7,852		Open Market Sale
Jean-Pierre De Villiers		August 5, 2020	$	3.12		1,202		Open Market Sale
Jean-Pierre De Villiers		August 7, 2020	$	3.17		8,330		Open Market Sale
Jean-Pierre De Villiers		August 7, 2020	$	3.32		10,000		Open Market Sale
Jean-Pierre De Villiers		August 11, 2020	$	3.82		10,000		Open Market Sale