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^*

10X Fund, L.P.

(Last)

(First)

(Middle)

545 DUTCH VALLEY ROAD, N.E., SUITE A

(Street)

ATLANTA,

30324

(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)
01/11/2019

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)
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	01/11/2019		C⁽²⁾		2,000,000	A	$3	4,719,955	D⁽³⁾
Common Stock	01/11/2019		C⁽²⁾		139,211	A	$2.6938	4,859,166	D⁽³⁾
Common Stock	01/11/2019		C⁽²⁾		753,138	A	$1.4938	5,612,304	D⁽³⁾
Common Stock	01/11/2019		C⁽²⁾		896,997	A	$1.1238	6,509,301	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)
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-1 Preferred Stock	$3	01/11/2019		C⁽²⁾			900,000	⁽¹⁾	⁽¹⁾	Common Stock	600,000	$0	0	D⁽³⁾
Series B-2 Preferred Stock	$3	01/11/2019		C⁽²⁾			450,000	⁽¹⁾	⁽¹⁾	Common Stock	300,000	$0	0	D⁽³⁾
Series B-2 Preferred Stock	$3	01/11/2019		C⁽²⁾			250,000	⁽¹⁾	⁽¹⁾	Common Stock	166,667	$0	0	D⁽³⁾
Series B-2 Preferred Stock	$3	01/11/2019		C⁽²⁾			150,000	⁽¹⁾	⁽¹⁾	Common Stock	100,000	$0	0	D⁽³⁾
Series B-2 Preferred Stock	$3	01/11/2019		C⁽²⁾			162,500	⁽¹⁾	⁽¹⁾	Common Stock	108,333	$0	0	D⁽³⁾
Series B-2 Preferred Stock	$3	01/11/2019		C⁽²⁾			155,000	⁽¹⁾	⁽¹⁾	Common Stock	103,333	$0	0	D⁽³⁾
Series B-2 Preferred Stock	$3	01/11/2019		C⁽²⁾			162,500	⁽¹⁾	⁽¹⁾	Common Stock	108,333	$0	0	D⁽³⁾
Series B-2 Preferred Stock	$3	01/11/2019		C⁽²⁾			162,500	⁽¹⁾	⁽¹⁾	Common Stock	108,333	$0	0	D⁽³⁾
Series B-2 Preferred Stock	$3	01/11/2019		C⁽²⁾			167,500	⁽¹⁾	⁽¹⁾	Common Stock	111,667	$0	0	D⁽³⁾
Series B-2 Preferred Stock	$3	01/11/2019		C⁽²⁾			155,000	⁽¹⁾	⁽¹⁾	Common Stock	103,333	$0	0	D⁽³⁾
Series B-2 Preferred Stock	$3	01/11/2019		C⁽²⁾			285,000	⁽¹⁾	⁽¹⁾	Common Stock	190,000	$0	0	D⁽³⁾
Series B-3 Preferred Stock	$2.6938	01/11/2019		C⁽²⁾			375,000	⁽¹⁾	⁽¹⁾	Common Stock	139,211	$0	0	D⁽³⁾
Series B-3 Preferred Stock	$1.4938	01/11/2019		C⁽²⁾			1,125,000	⁽¹⁾	⁽¹⁾	Common Stock	753,138	$0	0	D⁽³⁾
Series B-3 Preferred Stock	$1.1238	01/11/2019		C⁽²⁾			1,008,000	⁽¹⁾	⁽¹⁾	Common Stock	896,997	$0	0	D⁽³⁾

1. Name and Address of Reporting Person^*

10X Fund, L.P.

(Last)

(First)

(Middle)

545 DUTCH VALLEY ROAD, N.E., SUITE A

(Street)

ATLANTA,

30324

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

10X Capital Management, LLC

(Last)

(First)

(Middle)

545 DUTCH VALLEY ROAD, N.E., SUITE A

(Street)

ATLANTA,

30324

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CZIRR JAMES C

(Last)

(First)

(Middle)

545 DUTCH VALLEY ROAD, N.E., SUITE A

(Street)

ATLANTA,

30324

(City)

(State)

(Zip)

Explanation of Responses:

1. Conversion of Series B-1, B-2 and B-3 Convertible Preferred Stock into Common Stock. The Series B-1, B-2 and B-3 Convertible Preferred Stock was convertible at any time at the option of the holder, and was perpetual.

2. Exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16a-6.

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., but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. James C. Czirr is the manager of 10X Capital Management, LLC, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P. and 10X Capital Management, LLC., but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ James C. Czirr, as Managing Member of the General Partner for 10X Fund, LP	04/01/2019
	/s/ James C. Czirr, as Managing Member of 10X Capital Management, LLC	04/01/2019
	/s/ James C. Czirr, Individually	04/01/2019
	** 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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