SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Baum Jason

(Last)

(First)

(Middle)

C/O LEAP THERAPEUTICS, INC.

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2023

3. Issuer Name and Ticker or Trading Symbol
LEAP THERAPEUTICS, INC. [ LPTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	08/10/2030	Common Stock	75,000	$1.97	D
Employee Stock Option (Right to Buy)	⁽²⁾	01/26/2031	Common Stock	50,000	$2.57	D
Employee Stock Option (Right to Buy)	⁽³⁾	05/26/2031	Common Stock	30,000	$1.62	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	09/01/2032	Common Stock	200,000	$1.43	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	225,000	$0⁽⁶⁾	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	03/31/2033	Common Stock	500,000	$0.34	D

Explanation of Responses:

1. The Option was granted on August 10, 2020 pursuant to Leap's 2016 Equity Incentive Plan. By its terms, the Option became vested and exercisable for 25% of the shares underlying the Option on August 10, 2021 and vests and becomes exercisable for the remaining shares in a series of 36 equal monthly installments thereafter for so long as the reporting person continues to be employed by or provides service to the Company.

2. The Option was granted on January 26, 2021 pursuant to Leap's 2016 Equity Incentive Plan. By its terms, the Option vests and becomes exercisable for the shares underlying the Option in a series of 36 equal monthly installments for so long as the reporting person continues to be employed by or provides service to the Company, with the first of such monthly installments having become vested on February 26, 2021.

3. The Option was granted on May 26, 2021 pursuant to Leap's 2016 Equity Incentive Plan. By its terms, the Option vests and becomes exercisable for the shares underlying the Option in a series of 36 equal monthly installments for so long as the reporting person continues to be employed by or provides service to the Company, with the first of such monthly installments having become vested on June 26, 2021.

4. The Option was granted on September 1, 2022 pursuant to Leap's 2022 Equity Incentive Plan. By its terms, the Option vests and becomes exercisable for the shares underlying the Option in a series of 36 equal monthly installments for so long as the reporting person continues to be employed by or provides service to the Company, with the first of such monthly installments having become vested on October 1, 2022.

5. The Restricted Stock Units were granted on January 31, 2022 pursuant to Leap's 2016 Equity Incentive Plan and will cliff vest and be settled after three years of continuous service or upon a change of control of Leap, whichever is earlier.

6. No consideration was or will be paid or provided by the reporting person in connection with the grant or award of the Restricted Stock Units or the issuance of the shares of Common Stock underlying the Restricted Stock Units upon settlement thereof.

7. The Option was granted on March 31, 2023 pursuant to Leap's 2016 Equity Incentive Plan. By its terms, the Option vests and becomes exercisable for the shares underlying the Option in a series of 36 equal monthly installments for so long as the reporting person continues to be employed by or provides service to the Company, with the first of such monthly installments vesting on April 30, 2023.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Douglas E. Onsi as attorney-in-fact for Jason Baum	04/03/2023
	** 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 5 (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.