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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GALECTIN THERAPEUTICS INC [ GALT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/27/2014 | M | 33,333 | A | $3 | 2,309,519(1)(2) | I | By 10X Fund, L.P. | ||
Common Stock | 01/27/2014 | M | 50,000 | A | $3 | 2,359,519(1)(2) | I | By 10X Fund, L.P. | ||
Common Stock | 01/27/2014 | M | 54,166 | A | $3 | 2,413,685(1)(2) | I | By 10X Fund, L.P. | ||
Common Stock | 01/27/2014 | M | 51,666 | A | $3 | 2,465,351(1)(2) | I | By 10X Fund, L.P. | ||
Common Stock | 01/27/2014 | M | 54,167 | A | $3 | 2,519,518(1)(2) | I | By 10X Fund, L.P. | ||
Common Stock | 01/27/2014 | M | 54,167 | A | $3 | 2,573,685(1)(2) | I | By 10X Fund, L.P. | ||
Common Stock | 01/27/2014 | M | 55,834 | A | $3 | 2,629,519(1)(2) | I | By 10X Fund, L.P. | ||
Common Stock | 01/27/2014 | M | 51,667 | A | $3 | 2,681,186(1)(2) | I | By 10X Fund, L.P. | ||
Common Stock | 01/27/2014 | M | 95,000 | A | $3 | 2,776,186(1)(2) | I | By 10X Fund, L.P. | ||
Common Stock | 91,488 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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-2 Warrant (Right to Buy) | $3 | 01/27/2014 | M | 33,333 | 06/30/2009 | 06/30/2019 | Common Stock | 33,333 | $0(3) | 0 | I | By 10X Fund, L.P. | |||
Class A-2 Warrant (Right to Buy) | $3 | 01/27/2014 | M | 50,000 | 08/12/2009 | 08/12/2019 | Common Stock | 50,000 | $0(4) | 0 | I | By 10X Fund, L.P. | |||
Class A-2 Warrant (Right to Buy) | $3 | 01/27/2014 | M | 54,166 | 09/30/2009 | 09/30/2019 | Common Stock | 54,166 | $0(5) | 0 | I | By 10X Fund, L.P. | |||
Class A-2 Warrant (Right to Buy) | $3 | 01/27/2014 | M | 51,666 | 11/03/2009 | 11/03/2019 | Common Stock | 51,666 | $0(6) | 0 | I | By 10X Fund, L.P. | |||
Class A-2 Warrant (Right to Buy) | $3 | 01/27/2014 | M | 54,167 | 12/08/2009 | 12/08/2019 | Common Stock | 54,167 | $0(7) | 0 | I | By 10X Fund, L.P. | |||
Class A-2 Warrant (Right to Buy) | $3 | 01/27/2014 | M | 54,167 | 01/29/2010 | 01/29/2020 | Common Stock | 54,167 | $0(8) | 0 | I | By 10X Fund, L.P. | |||
Class A-2 Warrant (Right to Buy) | $3 | 01/27/2014 | M | 55,834 | 03/08/2010 | 03/08/2020 | Common Stock | 55,834 | $0(9) | 0 | I | By 10X Fund, L.P. | |||
Class A-2 Warrant (Right to Buy) | $3 | 01/27/2014 | M | 51,667 | 04/30/2010 | 04/30/2020 | Common Stock | 51,667 | $0(10) | 0 | I | By 10X Fund, L.P. | |||
Class A-2 Warrant (Right to Buy) | $3 | 01/27/2014 | M | 95,000 | 05/10/2010 | 05/10/2020 | Common Stock | 95,000 | $0(11) | 0 | I | By 10X Fund, L.P. |
Explanation of Responses: |
1. Amount reflects the Issuer's March 23, 2012 one-for-six reverse stock split. This filing amends all previous filings since the reverse stock split to reflect post-split beneficial holdings. |
2. Reporting person is a managing member of 10X Capital Management, LLC, a Florida limited liability company acting as the general partner of 10X Fund, L.P., a Delaware limited partnership, and as such, may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P. Mr. Martin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
3. On June 30, 2009, 10X Fund, L.P. purchased (a) 250,000 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 83,333 shares of Common Stock for $3.00 per share, (c) one Class A-2 Warrant to purchase 83,333 shares of Common Stock for $3.00 per share, and (d) one Class B Warrant to purchase 333,333 shares of Common Stock for $3.00 per share, for aggregate consideration of $500,000. |
4. On August 12, 2009, 10X Fund, L.P. purchased (a) 150,000 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 50,000 shares of Common Stock for $3.00 per share, (c) one Class A-2 Warrant to purchase 50,000 shares of Common Stock for $3.00 per share, and (d) one Class B Warrant to purchase 200,000 shares of Common Stock for $3.00 per share, for aggregate consideration of $300,000. |
5. On September 30, 2009, 10X Fund, L.P. purchased (a) 162,500 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 54,166 shares of Common Stock for $3.00 per share, (c) one Class A-2 Warrant to purchase 54,166 shares of Common Stock for $3.00 per share, and (d) one Class B Warrant to purchase 216,666 shares of Common Stock for $3.00 per share, for aggregate consideration of $325,000. |
6. On November 3, 2009, 10X Fund, L.P. purchased (a) 155,000 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 51,666 shares of Common Stock for $3.00 per share, (c) one Class A-2 Warrant to purchase 51,666 shares of Common Stock for $3.00 per share, and (d) one Class B Warrant to purchase 206,667 shares of Common Stock for $3.00 per share, for aggregate consideration of $310,000. |
7. On December 8, 2009, 10X Fund, L.P. purchased (a) 162,500 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 54,167 shares of Common Stock for $3.00 per share, (c) one Class A-2 Warrant to purchase 54,167 shares of Common Stock for $3.00 per share, and (d) one Class B Warrant to purchase 216,667 shares of Common Stock for $3.00 per share, for aggregate consideration of $325,000. |
8. On January 29, 2010, 10X Fund, L.P. purchased (a) 162,500 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 54,167 shares of Common Stock for $3.00 per share, (c) one Class A-2 Warrant to purchase 54,167 shares of Common Stock for $3.00 per share, and (d) one Class B Warrant to purchase 216,667 shares of Common Stock for $3.00 per share, for aggregate consideration of $325,000. |
9. On March 8, 2010, 10X Fund, L.P. purchased (a) 167,500 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 55,834 shares of Common Stock for $3.00 per share, (c) one Class A-2 Warrant to purchase 55,834 shares of Common Stock for $3.00 per share, and (d) one Class B Warrant to purchase 223,333 shares of Common Stock for $3.00 per share, for aggregate consideration of $335,000. |
10. On April 30, 2010, 10X Fund, L.P. purchased (a) 155,000 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 51,667 shares of Common Stock for $3.00 per share, (c) one Class A-2 Warrant to purchase 51,667 shares of Common Stock for $3.00 per share, and (d) one Class B Warrant to purchase 206,667 shares of Common Stock for $3.00 per share, for aggregate consideration of $310,000. |
11. On May 10, 2010, 10X Fund, L.P. purchased (a) 285,000 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 95,000 shares of Common Stock for $3.00 per share, (c) one Class A-2 Warrant to purchase 95,000 shares of Common Stock for $3.00 per share, and (d) one Class B Warrant to purchase 380,000 shares of Common Stock for $3.00 per share, for aggregate consideration of $570,000. |
Remarks: |
/s/ Rod D. Martin | 01/28/2014 | |
** Signature of Reporting Person | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |