Sec Form 3 Filing - Baum Jason @ LEAP THERAPEUTICS, INC. - 2023-04-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Baum Jason 2. Issuer Name and Ticker or Trading Symbol LEAP THERAPEUTICS, INC. [ LPTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) C/O LEAP THERAPEUTICS, INC., 47 THORNDIKE STREET, SUITE B1-1 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2023 (Street) CAMBRIDGE, MA02141 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Buy) $ 1.97 ( 1 ) 08/10/2030 Common Stock 75,000 D Employee Stock Option (Right to Buy) $ 2.57 ( 2 ) 01/26/2031 Common Stock 50,000 D Employee Stock Option (Right to Buy) $ 1.62 ( 3 ) 05/26/2031 Common Stock 30,000 D Employee Stock Option (Right to Buy) $ 1.43 ( 4 ) 09/01/2032 Common Stock 200,000 D Restricted Stock Units $ 0 ( 6 ) ( 5 ) ( 5 ) Common Stock 225,000 D Employee Stock Option (Right to Buy) $ 0.34 ( 7 ) 03/31/2033 Common Stock 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Baum Jason C/O LEAP THERAPEUTICS, INC. 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA02141 Chief Scientific Officer Signatures /s/ Douglas E. Onsi as attorney-in-fact for Jason Baum 04/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Option was granted on August 10, 2020 pursuant to Leap's 2016 Equity Incentive Plan. By its terms, the Option became vested and exercisable for 25% of the shares underlying the Option on August 10, 2021 and vests and becomes exercisable for the remaining shares in a series of 36 equal monthly installments thereafter for so long as the reporting person continues to be employed by or provides service to the Company. ( 2 )The Option was granted on January 26, 2021 pursuant to Leap's 2016 Equity Incentive Plan. By its terms, the Option vests and becomes exercisable for the shares underlying the Option in a series of 36 equal monthly installments for so long as the reporting person continues to be employed by or provides service to the Company, with the first of such monthly installments having become vested on February 26, 2021. ( 3 )The Option was granted on May 26, 2021 pursuant to Leap's 2016 Equity Incentive Plan. By its terms, the Option vests and becomes exercisable for the shares underlying the Option in a series of 36 equal monthly installments for so long as the reporting person continues to be employed by or provides service to the Company, with the first of such monthly installments having become vested on June 26, 2021. ( 4 )The Option was granted on September 1, 2022 pursuant to Leap's 2022 Equity Incentive Plan. By its terms, the Option vests and becomes exercisable for the shares underlying the Option in a series of 36 equal monthly installments for so long as the reporting person continues to be employed by or provides service to the Company, with the first of such monthly installments having become vested on October 1, 2022. ( 5 )The Restricted Stock Units were granted on January 31, 2022 pursuant to Leap's 2016 Equity Incentive Plan and will cliff vest and be settled after three years of continuous service or upon a change of control of Leap, whichever is earlier. ( 6 )No consideration was or will be paid or provided by the reporting person in connection with the grant or award of the Restricted Stock Units or the issuance of the shares of Common Stock underlying the Restricted Stock Units upon settlement thereof. ( 7 )The Option was granted on March 31, 2023 pursuant to Leap's 2016 Equity Incentive Plan. By its terms, the Option vests and becomes exercisable for the shares underlying the Option in a series of 36 equal monthly installments for so long as the reporting person continues to be employed by or provides service to the Company, with the first of such monthly installments vesting on April 30, 2023.

Remarks: Exhibit 24.1 Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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