LEAP THERAPEUTICS, INC. — Director's Dealing 2017

Jan 24, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: LEAP THERAPEUTICS, INC. (LPTX)
CIK: 0001509745
Period of Report: 2017-01-23

Reporting Person: Mashiach Nissim (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock (Right to Buy)	$17.96		Common Stock, par value $0.001 per share (104011)		Direct
Common Stock (Right to Buy)	$88.37		Common Stock, par value $0.001 per share (52005)		Direct
Common Stock (Right to Buy)	$8.43		Common Stock, par value $0.001 per share (27225)		Direct

Footnotes

F1: The Reporting Person was initially granted an option to purchase shares of Macrocure Ltd., a company formed under the laws of the State of Israel and registered under No. 514083765 with the Israeli Registrar of Companies ("Macrocure") ordinary shares, par value NIS 0.01 per share, pursuant to the Macrocure 2008 Stock Option Plan (the "2008 Plan") and the Macrocure 2013 Share Incentive Plan (the "2013 Plan"). On January 23, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of August 29, 2016, by and among the Issuer, Macrocure, and M-CO Merger Sub Ltd., a company formed under the laws of the State of Israel and registered under No. 515506855 with the Israeli Registrar of Companies and a wholly-owned subsidiary of the Issuer (as amended and in effect from time to time, the "Merger Agreement"), (i) M-CO Merger Sub Ltd. merged with and into Macrocure and Macrocure became a wholly-owned subsidiary of the Issuer (the "Merger"), and

F2: (ii) Leap assumed the 2013 Plan, the 2008 Plan and all stock options outstanding under each of the 2013 Plan and the 2008 Plan immediately prior to the consummation of the Merger. By virtue of the terms of the Merger Agreement and the 2013 Plan or the 2008 Plan, as applicable, each stock option outstanding under the 2013 Plan or the 2008 Plan, as applicable, immediately prior to the consummation of the Merger was automatically converted into a stock option exercisable for shares of the Issuer's common stock calculated based on the exchange ratio used to convert outstanding Macrocure ordinary shares into shares of the Issuer's common stock pursuant to the Merger and the Merger Agreement (the "Exchange Ratio"), and the exercise price per share of such outstanding stock option was appropriately adjusted automatically to reflect the Exchange Ratio.

F3: The option is fully vested and will expire on January 22, 2025.

F4: The option is fully vested and will expire on January 22, 2025.

F5: The option is fully vested and will expire on January 22, 2025.