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
                      

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/YYYY)

12/13/2022
(Street)

DURBANVILLE, WESTERN CAPE, T3 7441		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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
Common Stock, par value $0.001 per share 12/13/2022  F(1)  20240 (1)A$1.60 208779 (1)D  
Common Stock, par value $0.001 per share 12/13/2022  F(2)  69030 (2)A$2.30 277809 (2)D  
Common Stock, par value $0.001 per share 12/20/2022  A(3)  10000 (3)A$18.51 287809 (3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Macdonald Sean
12 KIEPERSOL DRIVE, ATLAS GARDENS
CONTERMANSKLOOF ROAD
DURBANVILLE, WESTERN CAPE, T3 7441		X
Signatures
/s/ Sean Macdonald3/31/2023
**Signature of Reporting PersonDate
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 control number.
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