Statement of Changes in Beneficial Ownership (4)
February 12 2021 - 08:55AM
Edgar (US Regulatory)
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 OF SECURITIES
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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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1. Name
and Address of Reporting Person * LAWLOR
AUGUSTINE |
2. Issuer Name and Ticker or Trading
Symbol LEAP THERAPEUTICS, INC. [ LPTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Operating Officer |
(Last)
(First)
(Middle)
C/O LEAP THERAPEUTICS, INC., 47 THORNDIKE STREET SUITE
B1-1 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/9/2021
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(Street)
CAMBRIDGE, MA 02141
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 |
2/9/2021 |
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J (1)(2) |
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|
571428 |
2/5/2019 |
2/5/2026 |
Common Stock, $0.001 par value per
share |
571428 |
(3) |
0 |
I |
See footnote (2) |
Warrant (Right to Buy) |
$1.95 |
2/9/2021 |
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F (1) |
|
11544 |
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2/5/2019 |
2/5/2026 |
Common Stock, $0.001 par value per
share |
11544 |
(3) |
11544 |
I |
See footnote (4) |
Explanation of
Responses: |
(1) |
On February 9, 2020,
HealthCare Ventures IX, L.P. ("HCVIX") transferred, for no
consideration, all 571,428 warrants to purchase common stock it
held (the "Transfer") to the limited partners of HCVIX 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. ("HCPIX"), the General Partner of HCVIX, as
liquidator, will use its best efforts to complete the orderly
liquidation of HCVIX. |
(2) |
These warrants were owned
directly by HCVIX. Christopher K. Mirabelli, Douglas E. Onsi and
Augustine Lawlor (collectively, the "HCVIX Directors") are the
Managing Directors of HealthCare Partners IX, LLC ("HCPIX LLC"),
which is the General Partner of HCPIX, which is the General Partner
of HCVIX. Each of the HCVIX Directors, HCPIX LLC and HCPIX
indirectly beneficially owns and shares voting and dispositive
power with respect to all of the securities owned by HCVIX, and
each disclaimed beneficial ownership of the warrants except to the
extent of his or its proportionate pecuniary interest
therein. |
(3) |
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. |
(4) |
These warrants were acquired
by Nine Capital Partners, LLC ("Nine Capital Partners"), a limited
partner of HCVIX, in connection with the Transfer. The reporting
person is a member of Nine Capital Partners and may be deemed to
indirectly beneficially own and share voting and dispositive power
with respect to all securities held by Nine Capital Partners. The
reporting person disclaims beneficial ownership of the warrants
except to the extent of his proportionate pecuniary interest
therein. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
LAWLOR AUGUSTINE
C/O LEAP THERAPEUTICS, INC.
47 THORNDIKE STREET SUITE B1-1
CAMBRIDGE, MA 02141 |
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X |
Chief Operating Officer |
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Signatures
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/s/ Douglas E. Onsi, as Attorney-In-Fact for
Augustine Lawlor |
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2/12/2021 |
**Signature
of Reporting Person |
Date |