SEC FORM 4

SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Mirabelli Christopher

(Last)

(First)

(Middle)

C/O LEAP THERAPEUTICS, INC.

47 THORNDIKE STREET SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/13/2024		X⁽¹⁾		2,136	A	$2.82	678,456⁽²⁾⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock								5,086	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (Right to Buy)	$2.82	11/13/2024		X⁽¹⁾			2,136	11/14/2017	11/14/2024	Common Stock, $0.001 par value per share	2,136	$0	0	I	See Footnote⁽¹⁾

Explanation of Responses:

1. On November 13, 2024, Nine Capital Partners, LLC ("Nine Capital Partners") exercised a warrant to purchase 2,136 shares of the Issuer's common stock at an exercise price of $2.82 per share. The reporting person is a managing member of Nine Capital Partners and may be deemed to have had beneficial ownership of such warrant exercised by Nine Capital Partners and to have beneficial ownership of the 2,136 shares of Common Stock purchased by Nine Capital Partners upon exercise of such warrant. The reporting person disclaims beneficial ownership of such warrant and of such shares of Common Stock, except to the extent of the reporting person's proportionate pecuniary interest in such warrant and such shares of Common Stock.

2. 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"). See footnote (1) above for an explanation of the reporting person's 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 may be deemed to have beneficial ownership of the 414,480 shares of Common Stock held by HCV IX. 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.

3. 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.

	/s/ Douglas E. Onsi, as Attorney-in-Fact for Christopher Mirabelli	11/15/2024
	** 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.

Chairman of the Board Mirabelli Christopher exercised 2,136 in-the-money shares at a strike of $2.82 (SEC Form 4)