CEO,CFO,Pres.,GC,Treas.&Sec. Onsi Douglas E converted options into 32,500 shares, increasing direct ownership by 44% to 106,146 units (SEC Form 4)
$LPTX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LEAP THERAPEUTICS, INC. [ LPTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/28/2025 | M(1) | 32,500 | A | (3) | 106,146(2) | D | |||
| Common Stock | 678,456(2) | I | See Footnotes(4)(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
| Restricted Stock Units | (3) | 03/28/2025 | M(1) | 32,500 | (6)(7) | (8) | Common Stock | 32,500 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. 32,500 Restricted Stock Units previously granted by the Company to the reporting person on January 31, 2022 (the "January 2022 RSUs") were settled on March 28, 2025 such that the Company issued to the reporting person on such settlement date all of the 32,500 shares of the Company's common stock underlying the January 22 RSUs. |
| 2. The share numbers reflected in Tables I and II have been adjusted to take into account a 10-for-1 reverse stock split of the Company's common stock that was effected on June 20, 2023. |
| 3. Each of the January 2022 RSUs represented a contingent right to receive one share of the Company's Common Stock. |
| 4. Includes (i) 2,136 shares of Common Stock held by Nine Capital Partners, (ii) 414,480 shares of Common Stock held by HealthCare Ventures IX, L.P. ("HCV IX"), and (iii) 261,840 shares of Common Stock held by the HCV VIII Trust ("HCV Trust"). The reporting person is a managing member of Nine Capital Partners and may be deemed to have beneficial ownership of the 2,136 shares of Common Stock held by Nine Capital Partners. The reporting person is a Managing Director of HCPIX LLC, which is the General Partner of HealthCare Partners IX, which is the General Partner of HCV IX, and the reporting person may be deemed to have beneficial ownership of the 414,480 shares of Common Stock held by HCV IX. |
| 5. The reporting person is a beneficiary of the HCV Trust and may be deemed to have beneficial ownership of the 261,840 shares of Common Stock held by the HCV Trust. The reporting person disclaims beneficial ownership of such shares of Common Stock held by each of Nine Capital Partners, HCV IX, and the HCV Trust, except to the extent of the reporting person's proportionate pecuniary interest in such shares of Common Stock. |
| 6. The January 2022 RSUs became fully vested on January 31, 2025 but settlement thereof was deferred by the Compensation Committee of the Board of Directors of the Company until March 28, 2025 pursuant to, and in accordance with, the terms of the January 2022 RSUs, which terms provide that the Compensation Committee would have the authority to defer the settlement of the January 2022 RSUs to a date later than the vesting date of the January 2022 RSUs in the event that on such vesting date the reporting person were to be subject to, among other things, any limitation or restriction under the Company's insider trading policy that would not permit the reporting person to sell on such vesting date all of the shares of the Company's Common Stock underlying the January 2022 RSUs if the January 2022 RSUs were to be settled on such vesting date. |
| 7. The Compensation Committee of the Board of Directors took action to defer settlement of the January 2022 RSUs so that such settlement would not occur on January 31, 2025, the vesting date thereof. The January 2022 RSUs were settled on March 28, 2025 as further described on note (2) above. |
| 8. The terms of the January 2022 RSUs provide that the January 2022 RSUs would automatically terminate and be forfeited upon termination of the reporting person's employment or other service relationship with the Company if such termination of employment or service relationship were to occur at any time prior to January 31, 2022, the vesting date of the January 2022 RSUs. |
| /s/ Douglas E. Onsi | 04/01/2025 | |
| ** Signature of Reporting Person | Date | |
| 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 Number. | ||