SEC FORM 4 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
 
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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*
10X Fund, L.P.

(Last) (First) (Middle)
1099 FOREST LAKE TERRACE

(Street)
NICEVILLE FL 32578

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GALECTIN THERAPEUTICS INC [ GALT ]
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)
03/31/2011
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 03/31/2011 J(1) 380,475 A $1.04 2,482,223 I By 10X Fund, LP(2)(3)
Common Stock 06/30/2011 J(1) 380,475 A $1.22 2,862,698 I By 10X Fund,LP(2)(3)
Common Stock 06/30/2011 X(4) 3,590,000 A $1.22 6,452,698 I By 10X Fund, LP(2)(3)
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
Class A-1 Warrant $0.05 06/30/2011 X 1,800,000 02/12/2009 02/12/2014 Common Stock 1,800,000 (4) 0 I By 10X Fund, LP(2)(3)
Class A-1 Warrant $0.05 06/30/2011 X 900,000 05/13/2009 05/13/2014 Common Stock 900,000 (4) 0 I By 10X Fund, LP(2)(3)
Class A-1 Warrant $0.05 06/30/2011 X 500,000 06/30/2009 06/30/2014 Common Stock 500,000 (4) 0 I By 10X Fund, LP(2)(3)
Class A-1 Warrant $0.05 06/30/2011 X 300,000 08/12/2009 08/12/2014 Common Stock 300,000 (4) 0 I By 10X Fund, LP(2)(3)
Class A-1 Warrant $0.05 06/30/2011 X 90,000 09/30/2009 09/30/2014 Common Stock 90,000 (4) 235,000 I By 10X Fund, LP(2)(3)
1. Name and Address of Reporting Person*
10X Fund, L.P.

(Last) (First) (Middle)
1099 FOREST LAKE TERRACE

(Street)
NICEVILLE FL 32578

(City) (State) (Zip)
1. Name and Address of Reporting Person*
10X Capital Management, LLC

(Last) (First) (Middle)
1099 FOREST LAKE TERRACE

(Street)
NICEVILLE FL 32578

(City) (State) (Zip)
Explanation of Responses:
1. Received as a divdend on Series B Convertible Preferred Stock owned by 10X Fund, LP
2. 10X Fund, L.P. has direct beneficial ownership of all the securities owned by 10X Fund, L.P. 10X Capital Management, LLC, a Florida limited liability company, is the general partner of 10X Fund, L.P., a Delaware limited partnership, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P., such portion being equal to 10X Capital Management, LLC's (a) 20% interest in the profits of 10X Fund, L.P., (b) interest in any securities which are used to pay a 2% annual management fee to 10X Capital Management, LLC, and (c) interest in one-half of the Class B Warrants acquired by 10X Fund, L.P. in all closings other than the initial closing held on February 12, 2009, less one Class B Warrant which 10X Capital Management, LLC has committed to reallocate to investors in all prior closings until each such investor has one (1) additional Class B Warrant for each dollar invested.
3. 10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
4. On June 30, 2011, 10X Fund, LP exercised 3,590,000 Class A-1 Warrants, and as a result acquired 3,590,000 shares of common stock of the Issuer. The warrants were exercisable at $0.05 per share. The aggregate exercise price was $1,795,000.
Robert J. Mottern, as attorney in fact for 10X Fund, LP 07/05/2011
Robert J. MOttern, as attorney in fact for 10X Capital Management, LLC 07/05/2011
** Signature of Reporting Person Date
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