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* LILLY ELI & CO (Last) (First) (Middle) LILLY CORPORATE CENTER (Street) INDIANAPOLIS IN 46285 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/14/2017	3. Issuer Name and Ticker or Trading Symbol LEAP THERAPEUTICS, INC. [ LPTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	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)
Common Stock	1,479,307	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	11/14/2017	11/14/2024	Common Stock, $0.001 par value per share	821,693	6.085	D

Explanation of Responses:

	/s/ S. Halle Vakani, by Power of Attorney	11/16/2017
	** 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).
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POWER OF ATTORNEY

	Known all by these presents, that the undersigned hereby
constitutes and appoints each of Kenneth E. Eheman, Jr. and
S. Halle Vakani, and each of them acting alone, signing
singly, the undersigned's true and lawful attorneys-in-fact
to:

(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a 10% or more stockholder of
Leap Therapeutics, Inc. (the "Company"),Forms 3, 4 and 5
(and any amendment thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended
(the "1934 Act") and Schedule 13D and/or Schedule 13G
(and any amendment thereto) in accordance with the 1934
Act, and the rules promulgated thereunder;

(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Forms 3, 4 and 5 and Schedule 13D
and/or Schedule 13G (and any amendments thereto) and to file
timely such form with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and

(3) take any other action of any type whatsoever in connection
with the foregoing which in the opinion of such attorneys-in-
fact may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that
the documents executed by such attorneys-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorneys-in-fact may approve in such attorneys-in-facts'
discretion.

	The undersigned hereby grants to each such attorneys-in-
fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and
confirming all that such attorneys-in-fact, or such attorneys-
in-facts' substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming
nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the 1934 Act.

	This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
3, 4 and 5 and Schedule 13D and Schedule 13G with respect to the
undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to each of the foregoing
attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 15th day of November 2017.

ELI LILLY AND COMPANY

By:  Bronwen Mantlo
Name: Bronwen Mantlo
Title: Secretary