LEAP THERAPEUTICS, INC. — Director's Dealing 2021

Feb 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LEAP THERAPEUTICS, INC. (LPTX)
CIK: 0001509745
Period of Report: 2021-02-09

Reporting Person: Mirabelli Christopher (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-09	Warrant (Right to Buy)	$1.95	J	571428	Disposed	2026-02-05	Common Stock, $0.001 par value per share (571428)	Direct
2021-02-09	Warrant (Right to Buy)	$1.95	J	11544	Acquired	2026-02-05	Common Stock, $0.001 par value per share (11544)	Indirect

Footnotes

F1: On February 9, 2020, HealthCare Ventures IX, L.P. ("HCVIX") transferred, for no consideration, all 571,428 warrants to purchase common stock it held (the "Transfer") to the limited partners of HCVIX on a pro rata basis. The term of HCVIX expired on December 31, 2020, at which time HCVIX entered into liquidation. The process of liquidating HCVIX, including the distribution of marketable and non-marketable securities, has commenced in 2021, and HealthCare Partners IX, L.P. ("HCPIX"), the General Partner of HCVIX, as liquidator, will use its best efforts to complete the orderly liquidation of HCVIX.

F2: These warrants were owned directly by HCVIX. Christopher K. Mirabelli, Douglas E. Onsi and Augustine Lawlor (collectively, the "HCVIX Directors") are the Managing Directors of HealthCare Partners IX, LLC ("HCPIX LLC"), which is the General Partner of HCPIX, which is the General Partner of HCVIX. Each of the HCVIX Directors, HCPIX LLC and HCPIX indirectly beneficially owns and shares voting and dispositive power with respect to all of the securities owned by HCVIX, and each disclaimed beneficial ownership of the warrants except to the extent of his or its proportionate pecuniary interest therein.

F3: The warrants were acquired in connection with the purchase of an equal number of shares of common stock by HCVIX on February 5, 2019 for $1.75 per share. Each such purchased share of common stock was issued with a warrant to purchase one share of common stock. HCVIX will continue to hold 4,144,804 shares of common stock following the Transfer.

F4: These warrants were acquired by Nine Capital Partners, LLC ("Nine Capital Partners"), a limited partner of HCVIX, in connection with the Transfer. The reporting person is a member of Nine Capital Partners and may be deemed to indirectly beneficially own and share voting and dispositive power with respect to all securities held by Nine Capital Partners. The reporting person disclaims beneficial ownership of the warrants except to the extent of his proportionate pecuniary interest therein.