0001104659-20-140672.txt : 20201230 0001104659-20-140672.hdr.sgml : 20201230 20201230212819 ACCESSION NUMBER: 0001104659-20-140672 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201228 FILED AS OF DATE: 20201230 DATE AS OF CHANGE: 20201230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCare Ventures VIII, L.P. CENTRAL INDEX KEY: 0001358990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37990 FILM NUMBER: 201427336 BUSINESS ADDRESS: STREET 1: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-430-3913 MAIL ADDRESS: STREET 1: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCare Partners VIII, LLC CENTRAL INDEX KEY: 0001358992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37990 FILM NUMBER: 201427337 BUSINESS ADDRESS: STREET 1: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-430-3913 MAIL ADDRESS: STREET 1: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCare Partners VIII, L.P. CENTRAL INDEX KEY: 0001358991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37990 FILM NUMBER: 201427338 BUSINESS ADDRESS: STREET 1: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-430-3913 MAIL ADDRESS: STREET 1: 44 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LEAP THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001509745 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 274412575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 47 THORNDIKE STREET STREET 2: SUITE B1-1 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 252 4343 MAIL ADDRESS: STREET 1: 47 THORNDIKE STREET STREET 2: SUITE B1-1 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: Dekkun Corp DATE OF NAME CHANGE: 20110107 4 1 tm2039504d1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2020-12-28 1 0001509745 LEAP THERAPEUTICS, INC. LPTX 0001358990 HealthCare Ventures VIII, L.P. C/O LEAP THERAPEUTICS, INC. 47 THORNDIKE STREET SUITE B1-1 CAMBRIDGE MA 02141 0 0 1 0 0001358992 HealthCare Partners VIII, LLC C/O LEAP THERAPEUTICS, INC. 47 THORNDIKE STREET SUITE B1-1 CAMBRIDGE MA 02141 0 0 1 0 0001358991 HealthCare Partners VIII, L.P. C/O LEAP THERAPEUTICS, INC. 47 THORNDIKE STREET SUITE B1-1 CAMBRIDGE MA 02141 0 0 1 0 Common Stock 2020-12-28 4 J 0 2618406 0 D 0 D On December 28, 2020, HealthCare Ventures VIII, L.P. ("HCV VIII") transferred, for no consideration, all 2,618,406 shares it held (the "Transfer") to HCV VIII Liquidating Trust (the "Trust"). The Transfer was effected in connection with the process of winding-down, liquidating and dissolving HCV VIII. HCV VIII is a venture capital fund with a standard 10-year term. In accordance with the limited partnership agreement of HCV VIII, that term was previously extended for consecutive one-year periods, and the fund is currently in liquidation. The general partner of HCV VIII has begun taking the requisite steps to wind-up, liquidate and dissolve HCV VIII. The general partner of HCV VIII has made the decision not to distribute to the partners of HCV VIII any of the 2,618,406 shares held by HCV VIII at this time. Instead, the general partner of HCV VIII has decided to transfer all of such 2,618,406 shares to the Trust, a liquidating trust that will be managed by Augustine Lawlor, as trustee. Mr. Lawlor is one of the Managing Directors of the general partner of HCV VIII. The Trust will hold all of the 2,618,406 shares transferred to it pursuant to the Transfer until such time as the trustee of the Trust determines in his discretion to either sell such shares or distribute such shares to the former partners of HCV VIII for no consideration and on a pro rata basis in accordance with the limited partnership agreement of HCV VIII. For so long as the Trust owns such shares, the trustee of the Trust shall have the power to cause the Trust to exercise its voting rights as the record or beneficial owner of such shares in such manner as the trustee shall determine in his discretion. All 2,618,406 shares were held of record by HCV VIII. Christopher K. Mirabelli, James H. Cavanaugh, John W. Littlechild, Harold Werner and Augustine Lawlor (collectively, the "HCVVIII Directors") are the Managing Directors of HealthCare Partners VIII, LLC ("HCPVIII LLC"), which is the General Partner of HealthCare Partners, VIII, L.P. ("HCPVIII"), which is the General Partner of HCV VIII. Each of the HCVVIII Directors, HCPVIII LLC and HCPVIII indirectly beneficially owned and shared voting and dispositive power with respect to all of the securities owned by HCV VIII, and disclaimed beneficial ownership of these shares except to the extent of his or its proportionate pecuniary interest therein. Following the Transfer, each of the HCVVIII Directors, HCPVIII LLC and HCPVIII will maintain the same proportionate pecuniary interest in the 2,618,406 shares held by the Trust as the proportionate pecuniary interest each such person and entity maintained in those shares when they were held by HCV VIII, and likewise disclaims beneficial ownership of such shares as held by the Trust, except to the extent of his or its proportionate pecuniary interest therein. /s/ Jeffrey Steinberg as Administrative Officer of HealthCare Partners VIII, LLC 2020-12-30 /s/ Jeffrey Steinberg as Administrative Officer for HealthCare Partners VIII, LLC, the General Partner of HealthCare Partners VIII, L.P. 2020-12-30 /s/ Jeffrey Steinberg as Administrative Officer for HealthCare Partners VIII, LLC, the General Partner of HealthCare Partners VIII, L.P., the General Partner of HealthCare Ventures VIII, L.P. 2020-12-30