SEC Filing | Galectin Therapeutics Inc.

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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^*

CZIRR JAMES C

(Last)

(First)

(Middle)

C/O GALECTIN THERAPEUTICS, INC. 4960

PEACHTREE INDUSTRIAL BLVD., SUITE 240

(Street)

NORCROSS,

30071

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2016		J⁽¹⁾		80,212	A	$1.47	3,340,909	I⁽³⁾	By 10X Fund, LP
Common Stock	09/30/2016		J⁽¹⁾		84,589	A	$1.13	3,425,498	I⁽³⁾	By 10X Fund, LP
Common Stock	10/13/2016		J⁽²⁾		229,383	D	$1.13	3,196,115	I⁽³⁾	By 10X Fund, LP
Common Stock	09/30/2016		J⁽⁹⁾		1,000	A	$1.13	887,630	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-3 Convertible Preferred Stock	$2.6937	09/22/2016		P		375,000		⁽⁴⁾	⁽⁴⁾	Common Stock	139,211	$1⁽⁵⁾	375,000	I⁽³⁾	By 10X Fund, LP
Series B-3 Warrant	$3⁽⁶⁾	09/22/2016		P		1		03/22/2017	09/22/2023	Common Stock	104,408	$0⁽⁵⁾	1	I⁽³⁾	By 10X Fund, LP
Lock-Up Warrant	$3⁽⁶⁾	09/22/2016		P		1		03/22/2017	09/22/2023	Common Stock	62,500	$0⁽⁵⁾	1	I⁽³⁾	By 10X Fund, LP
Lock-Up Warrant	$3⁽⁶⁾	09/22/2016		P		2		03/22/2017	09/22/2023	Common Stock	531,250	$0⁽⁷⁾	3	I⁽³⁾	By 10X Fund, LP
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	I⁽³⁾	By 10X Fund, LP
Series B-3 Warrant	$3⁽⁶⁾	09/29/2016		P		1		03/29/2017	09/29/2023	Common Stock	564,854	$0⁽⁸⁾	2	I⁽³⁾	By 10X Fund, LP
Lock-Up Warrant	$3⁽⁶⁾	09/29/2016		P		1		03/29/2017	09/29/2023	Common Stock	187,500	$0⁽⁸⁾	4	I⁽³⁾	By 10X Fund, LP
Lock-Up Warrant	$3⁽⁶⁾	09/29/2016		P		1		03/29/2017	09/29/2023	Common Stock	93,750	$0⁽⁷⁾	5	I⁽³⁾	By 10X Fund, LP

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. The transaction was consummated by 10X Fund, L.P., a Delaware limited partnership, and not by the Reporting Person. The 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., 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. Czirr disclaims beneficial ownership of the reported securities except to the extent of his after fund payout 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.

9. Received as a dividend on shares of Series A Convertible Preferred Stock.

	/s/ James C. Czirr	10/24/2016
	** 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).
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