Sec Form 4 Filing - Macdonald Sean @ Leatt Corp - 2021-11-16

FORM 4 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 Macdonald Sean 2. Issuer Name and Ticker or Trading Symbol Leatt Corp [ LEAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and CFO (Last) (First) (Middle) 12 KIEPERSOL DRIVE, ATLAS GARDENS, CONTERMANSKLOOF ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2021 (Street) DURBANVILLE, WESTERN CAPE, T37441 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 Common Stock, par value $0.001 per share 11/16/2021 F( 1 ) 71,854( 1 ) A $ 33 132,755( 1 )( 4 ) D Common Stock, par value $0.001 per share 11/16/2021 F( 2 ) 53,284( 2 ) A $ 33 186,039( 2 )( 4 ) D Common Stock, par value $0.001 per share 12/22/2021 A( 3 ) 12,500( 3 ) A $ 30.06 198,539( 3 )( 4 ) D

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 Owne rship (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Macdonald Sean 12 KIEPERSOL DRIVE, ATLAS GARDENS CONTERMANSKLOOF ROAD DURBANVILLE, WESTERN CAPE, T37441 X CEO and CFO Signatures /s/ Sean Macdonald 01/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 24, 2017, the Issuer's Board of Directors approved a grant to the Reporting Person, of a ten-year option to purchase 78,000 shares of the Issuer's common stock at $1.60 per share under the 2011 Amended and Restated Equity Incentive Plan ("2011 Plan"), which vested in full on March 29, 2019. On November 16, 2021, the Reporting Person exercised his option to purchase 56,000 of these shares at an aggregate exercise price of $89,600. The purchase price was paid through a cashless transaction whereby the Issuer withheld 2,716 of the shares at the fair market value of $33 per share, in lieu of cash payment and the Reporting person received the remaining 53,284 shares. ( 2 )On March 29, 2016, the Issuer's Board of Directors approved a grant to the Reporting Person, of a ten-year option to purchase 78,000 shares of the Issuer's common stock at $2.60 per share under the Issuer's 2011 Plan, which vested in full on December 31, 2019. On November 16, 2021, the Reporting Person exercised his option to purchase all 78,000 shares at an aggregate exercise price of $202,800. The purchase price was paid through a cashless transaction whereby the Issuer withheld 6,146 of the shares at the fair market value of $33 per share, in lieu of cash payment and the Reporting person received the remaining 71,854 shares. ( 3 )On December 22, 2021, the Issue's Board approved the award of 12,500 restricted shares of the Issuer's common stock to the Reporting Person, pursuant to a Restricted Stock Award Agreement, under the Issuer's 2011 Plan. Sixty percent, or 7,500 shares, of the restricted stock vested on December 31, 2021, and the remaining forty percent, or 5,000 shares, will vest on four equal parts on March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022, respectively; provided, however, that any unvested restricted stock will fully vest in the event of any change in control of the Issuer. ( 4 )Total shares of common stock includes 60,901 shares of the Issuer's common stock directly held by the Reporting Person prior to the reporting 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).

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