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)
1230 PEACHTREE STREET, N.E., SUITE 2445

(Street)
ATLANTA, GA 30309

(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)
06/30/2016
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 06/30/2016 J(1) 80,212 A $1.47 3,340,909 D(3)
Common Stock 09/30/2016 J(1) 84,589 A $1.13 3,425,498 D(3)
Common Stock 10/13/2016 J(2) 229,383 D $0.86 3,196,115 D(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
Series B-3 Convertible Preferred Stock $2.6937 09/22/2016 P 375,000 (4) (4) Common Stock 139,211 $1(5) 375,000 D(3)
Series B-3 Warrant $3(6) 09/22/2016 P 1 03/22/2017 09/22/2023 Common Stock 104,408 $0(5) 1 D(3)
Lock-Up Warrant $3(6) 09/22/2016 P 1 03/22/2017 09/22/2023 Common Stock 62,500 $0(5) 1 D(3)
Lock-Up Warrant $3(6) 09/22/2016 P 2 03/22/2017 09/22/2023 Common Stock 531,250 $0(7) 3 D(3)
Series B-3 Convertible Preferred Stock $1.4937 09/29/2016 P 1,125,000 (4) (4) Common Stock 753,138 $1(8) 1,500,000 D(3)
Series B-3 Warrant $3(6) 09/29/2016 P 1 03/29/2017 09/29/2023 Common Stock 564,854 $0(8) 2 D(3)
Lock-Up Warrant $3(6) 09/29/2016 P 1 03/29/2017 09/29/2023 Common Stock 187,500 $0(8) 4 D(3)
Lock-Up Warrant $3(6) 09/29/2016 P 1 03/29/2017 09/29/2023 Common Stock 93,750 $0(7) 5 D(3)
1. Name and Address of Reporting Person*
10X Fund, L.P.

(Last) (First) (Middle)
1230 PEACHTREE STREET, N.E., SUITE 2445

(Street)
ATLANTA, GA 30309

(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 dividend on shares of Series B-1 and B-2 Convertible Preferred Stock owned by 10X Fund, L.P.
2. Distributed as an in-kind distribution to a withdrawing limited partner in 10X Fund, LP., which was effective as of 9/30/16.
3. 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. 10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
4. Each share of Series B-3 Convertible Preferred Stock is convertible immediately into shares of Issuer's common stock at a conversion price equal to the market price of the common stock on the date of issuance of the Series B-3 Convertible Preferred Stock, plus $0.9375 per share.
5. On September 22, 2016, 10X Fund, L.P. purchased (a) 375,000 shares of Series B-3 Convertible Preferred Stock, (b) one Series B-3 Warrant to purchase 104,408 shares of common stock at 3.00 per share, and (c) one Lock-Up Warrant to purchase 62,500 shares of common stock at $3.00 per share, for total consideration of $375,000.
6. The exercise price of the Series B-3 Warrant and the Lock-Up Warrant is subject to a one-time downward adjustment based upon the subsequent agreement between the company and a lead investor in the event the company prices its private offering below certain thresholds.
7. On September 22, 2016, the company and 10X Fund, LP entered into a Lock-Up Agreement, under which the Company agreed to issue 10X Fund, L.P. Lock-Up Warrants to purchase 500,000 shares of common stock, plus additional Lock-Up Warrants to purchase 0.08333 shares of common stock for every $1 invested by 10X Fund, LP in the Company's Series B-3 Convertible Preferred Stock offering, up to a maximum of 500,000 warrants.
8. On September 29, 2016, 10X Fund, L.P. purchased (a) 1,125,000 shares of Series B-3 Convertible Preferred Stock, (b) one Series B-3 Warrant to purchase 564,854 shares of common stock at 3.00 per share, and (c) one Lock-Up Warrant to purchase 187,500 shares of common stock at $3.00 per share, for total consideration of $1,125,000.
/s/ James C. Czirr, as Managing Member of the General Partner for 10X Fund, LP 10/24/2016
/s/ James C. Czirr, as Managing Member of 10X Capital Management, LLC 10/24/2016
** Signature of Reporting Person Date
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