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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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).
1. Name and Address of Reporting Person*
HealthCare Ventures IX, L.P.
(Last) (First) (Middle)
C/O LEAP THERAPEUTICS, INC.
47 THORNDIKE STREET SUITE B1-1
(Street)
CAMBRIDGE MA 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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/14/2017 P 1,057,769 A $6.085 3,573,376 D(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) $6.085 11/14/2017 P 1,057,769 11/14/2017 11/14/2024 Common Stock, $0.001 par value per share 1,057,769 (2) 1,057,769 D(1)
1. Name and Address of Reporting Person*
HealthCare Ventures IX, L.P.
(Last) (First) (Middle)
C/O LEAP THERAPEUTICS, INC.
47 THORNDIKE STREET SUITE B1-1
(Street)
CAMBRIDGE MA 02141
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Healthcare Partners IX, L.P.
(Last) (First) (Middle)
C/O LEAP THERAPEUTICS, INC.
47 THORNDIKE STREET SUITE B1-1
(Street)
CAMBRIDGE MA 02141
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Healthcare Partners IX, LLC
(Last) (First) (Middle)
C/O LEAP THERAPEUTICS, INC.
47 THORNDIKE STREET SUITE B1-1
(Street)
CAMBRIDGE MA 02141
(City) (State) (Zip)
1. The shares are owned directly by HealthCare Ventures IX, L.P. 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 HealthCare Partners IX, L.P. ("HCPIX"), which is the General Partner of HealthCare Ventures IX, L.P. Each of the HCVIX Directors, HCPIX LLC and HCPIX indirectly beneficially own and share voting and dispositive power with respect to all of the securities owned by HealthCare Ventures IX, L.P. and each disclaims beneficial ownership of these shares except to the extent of his or its proportionate pecuniary interest in these securities.
2. The reported securities were included with the 1,057,759 shares of common stock purchased by the reporting persons for $6.085 per share. Each such purchased share of common stock was issued with a warrant to purchase one share of common stock.
/s/ Jeffrey Steinberg as Administrative Officer of HealthCare Partners IX, LLC, General Partner of HealthCare Partners IX, L.P., General Partner of HealthCare Ventures IX, L.P. 11/16/2017
/s/ Jeffrey Steinberg as Administrative Officer of HealthCare Partners IX, LLC, General Partner of HealthCare Partners IX, L.P. 11/16/2017
/s/ Jeffrey Steinberg as Administrative Officer of HealthCare Partners IX, LLC 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 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.

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