Sec Form 13D Filing - De Villiers Jean-Pierre filing for LEATT CORP (LEAT) - 2022-08-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 3)

LEATT CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

522132 20 8

(CUSIP Number)

Jean-Pierre de Villiers

Goedemoed Farm

Keisie Valley

Montagu, South Africa, 6720

+(27) 23 614 1520

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 1, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

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This Amendment No. 3 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D originally filed by Jean-Pierre de Villiers (the “Reporting Person”) with the Securities and Exchange Commission (the “SEC”) on July 9, 2012, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Person with the SEC on June 29, 2012 and Amendment No. 2 to Schedule 13D filed by the Reporting Person with the SEC on August 24, 2020 (as amended, the “Original Schedule 13D”), relating to the common stock, par value $0.001 per share (the “Common Stock”) of Leatt Corporation, a Nevada corporation (the “Issuer”). This Amendment is being filed to update the beneficial ownership of the Reporting Person in connection with certain open market sales of the Issuer’s Common Stock by the Reporting Person. This Amendment amends and supplements Items 4, 5, 6 and 7 of the Original Schedule 13D as set forth below. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Original Schedule 13D.

Item 4 of the Original Schedule 13D is amended and supplement to add the following information:

The Reporting Person has entered into a trading plan (the “Trading Plan”) pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Pursuant to the Trading Plan, a broker dealer will make periodic sales of up to an aggregate of 57,000 shares of Common Stock on behalf of the Reporting Person, subject to the terms of the Trading Plan. The foregoing description of the Trading Plan is qualified in its entirety by the full text of the Trading Plan, the form of which is included as an exhibit to this Schedule 13D and is incorporated herein by reference.

The Reporting Person intends to review his investment interest in the Issuer periodically on a continuing basis, and may undertake additional actions with respect to his ownership of the Issuer’s Common Stock from time to time without prior notice, depending on the Reporting Person’s review of numerous factors including, but not limited to, an evaluation of the Issuer’s business, financial condition, operations and prospects; the price of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Person may retain or may sell all or a portion of the Issuer’s securities then held, in the open market or in privately negotiated transactions.

Except as set forth in this Statement, the Reporting Person has made no proposals, and entered into no agreements, that would be related to or would result in any of the events or matter described in parts (a) through (j) of Item 4 of Schedule 13D.

Item 5 of the Original Schedule 13D is amended and restated in its entirety to read as follows:

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Item 6 of the Original Schedule 13D is amended and supplemented to add the following information. Item 4 above summarizes certain provisions of the Trading Plan and is incorporated herein by this reference. The form of the Trading Plan is attached as an Exhibit to this Schedule 13D and is incorporated herein by reference. Except as set forth herein the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understanding or relationships concerting the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 18, 2022

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SCHEDULE 1

Transactions of Reporting Person in the Issuer’s Common Stock During the Past 60 Days

The following sale transactions were effected by the Reporting Person in open market transactions at prevailing market prices. All transactions were in respect of the Issuer’s Common Stock.