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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001651308-20-000030 0001651308 XXXXXXXX LIVE 2 Common Stock, par value $0.001 per share 10/31/2024 false 0001509745 52187K200 Leap Therapeutics, Inc. 47 Thorndike Street, Suite B1-1 Cambridge MA 02141 Chan Lee 1-345-949-4123 c/o Mourant Governance Services (Cayman) 94 Solaris Avenue, Camana Bay Grand Cayman E9 KY1-1108 0001651308 N BeiGene, Ltd. WC N E9 1215306.00 0.00 1215306.00 0.00 1215306.00 N 0.0 CO Common Stock, par value $0.001 per share Leap Therapeutics, Inc. 47 Thorndike Street, Suite B1-1 Cambridge MA 02141 (i) Sole power to vote of direct the vote: 1,215,306 (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition of: 1,215,306 (iv) Shared power to dispose or direct the disposition of: -0- On March 12, 2020, the Issuer issued to the Reporting Person (i) 4,804,637 shares of Common Stock upon conversion of Series B mandatorily convertible cumulative non-voting perpetual preferred stock and (ii) 4,804,637 shares of Common Stock issuable upon the exercise of a currently-exercisable warrant. On September 24, 2021, the Reporting Person purchased 2,543,800 shares of Common Stock of the Issuer pursuant to an underwritten public offering. The ownership percentage reported are based the Issuer having 38,264,464 shares of Common Stock, $0.001 par value, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2024, which gives effect to a reverse stock split conversion of every 10 shares to 1 share which occurred on June 20, 2023 approved by the Issuer's shareholders during the 2023 Annual Meeting of Stockholders on June 16, 2023 (the "Reverse Stock Split"). All amounts of Common Stock presented herein give effect to the Reverse Stock Split. The Issuer has effected a private placement of approximately $40 million in April 2024, as reported in the Issuer's Current Report on Form 8-K, filed with the SEC on April 11, 2024. The Reporting Person did not purchase or sell any shares of Common Stock in the private placement. This Amendment No. 2 is filed with respect to a decrease in the percent of the class beneficially owned by the Reporting Person resulted solely from an increase in the aggregate number of outstanding shares of Common Stock of the Issuer. The Reporting Person has not effected any transactions with respect to the Issuer's Common Stock within the last 60 days. To the knowledge of the Reporting Person, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer beneficially covered by the Original Schedule 13D. On October 31, 2024, the Reporting Person ceased to beneficially own more than five percent of the Common Stock of the Issuer. BeiGene, Ltd. BeiGene, Ltd. Chan Lee Senior Vice President, General Counsel 10/31/2024