SEC Filing | Leap Therapeutics, Inc.

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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^*

Sirard Cynthia

(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)
04/01/2020

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 Medical 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⁾	12/05/2022	Common Stock	8,053	4.37	D
Employee Stock Option (Right to Buy)	⁽²⁾	01/23/2023	Common Stock	61	3.97	D
Employee Stock Option (Right to Buy)	⁽³⁾	09/08/2024	Common Stock	2,517	5.56	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	09/11/2024	Common Stock	2,814	5.36	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	01/19/2027	Common Stock	69,130	9.9	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	01/22/2027	Common Stock	17,000	9.9	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	11/28/2027	Common Stock	75,000	6.49	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	04/17/2028	Common Stock	20,000	7.66	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	12/04/2028	Common Stock	20,000	3.68	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	06/10/2029	Common Stock	90,000	1.39	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	03/01/2030	Common Stock	150,000	2.94	D

Explanation of Responses:

1. The Option was granted pursuant to Leap's Amended and Restated 2012 Equity Incentive Plan, 25% of which cliff vested and became exercisable on December 6, 2013 and the remainder of which vested and became exercisable in a series of 12 equal quarterly installments thereafter until the Option was fully vested.

2. The Option was granted pursuant to Leap's Amended and Restated 2012 Equity Incentive Plan, 25% of which cliff vested and became exercisable on January 24, 2014 and the remainder of which vested and became exercisable in a series of 12 equal quarterly installments thereafter until the Option was fully vested.

3. The Option was granted pursuant to Leap's Amended and Restated 2012 Equity Incentive Plan, 25% of which cliff vested and became exercisable on September 9, 2015 and the remainder of which vested and became exercisable in a series of 12 equal quarterly installments thereafter until the Option was fully vested.

4. The Option was granted pursuant to Leap's Amended and Restated 2012 Equity Incentive Plan, 25% of which cliff vested and became exercisable on September 12, 2015 and the remainder of which vested and became exercisable in a series of 12 equal quarterly installments thereafter until the Option was fully vested.

5. The Option was granted pursuant to Leap's Amended and Restated 2012 Equity Incentive Plan and fully vested and became exercisable on January 20, 2017, the date of grant.

6. The Option was granted pursuant to Leap's Amended and Restated 2012 Equity Incentive Plan, with 25% cliff vesting and becoming exercisable on January 23, 2018 and the remainder vesting and becoming exercisable in a series of 36 equal monthly installments thereafter until the Option is fully vested.

7. The Option was granted pursuant to Leap's 2016 Equity Incentive Plan and shall vest and become exercisable in a series of 48 equal monthly installments until the Option is fully vested, with the first such installment vesting on December 29, 2017.

8. The Option was granted pursuant to Leap's 2016 Equity Incentive Plan and shall vest and become exercisable in a series of 48 equal monthly installments until the Option is fully vested, with the first such installment vesting on May 18, 2018.

9. The Option was granted pursuant to Leap's 2016 Equity Incentive Plan and shall vest and become exercisable in a series of 48 equal monthly installments until the Option is fully vested, with the first such installment vesting on January 5, 2019.

10. The Option was granted pursuant to Leap's 2016 Equity Incentive Plan and shall vest and become exercisable in a series of 36 equal monthly installments until the Option is fully vested, with the first such installment vesting on July 11, 2019.

11. The Option was granted pursuant to Leap's 2016 Equity Incentive Plan and shall vest and become exercisable in a series of 36 equal monthly installments until the Option is fully vested, with the first such installment vesting on April 2, 2020.

	/s/ Douglas E. Onsi	04/06/2020
	** 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.

Exhibit 24.1

LEAP THERAPEUTICS, INC.

POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Augustine Lawlor and Douglas Onsi with full power of substitution, the undersigned’s true and lawful attorney-in-fact to, with respect to Leap Therapeutics, Inc., a Delaware corporation (the “Company”):

(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation of the SEC;

(2) execute, for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or more than 10% stockholder, if applicable, of the Company, Forms 3, 4, and 5, in accordance with Section 16 of the Exchange Act and the rules promulgated thereunder;

(3) 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 Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-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 attorney-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 attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-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 that such attorney-in-fact, or such attorney-in-fact’s 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 attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange 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 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 such attorney-in-fact. This Power of Attorney supersedes any prior power of attorney granted by the undersigned with respect to Forms 3, 4, and 5 with respect to the Company’s securities.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of March, 2020.

	/s/ Cynthia Sirard
	Cynthia Sirard