| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/02/2024 |
3. Issuer Name and Ticker or Trading Symbol
GALECTIN THERAPEUTICS INC [ GALT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Stock Option (right to buy)(2) | (1) | 03/11/2034 | Common Stock | 150,000 | 2.2 | D | |
| Restricted Stock Unit(4) | (3) | (3) | Common Stock | 30,000 | 0 | D | |
| Explanation of Responses: |
| 1. The Common Stock Options were granted to the Reporting Person by the Issuer in connection with his employment as vice president clinical development and medical director in March 2024 prior to his appointment as Chief Medical Officer by the Board of Directors. The options are exercisable in three equal traches on March 11, 2025, March 11, 2026, and March 11, 2027. |
| 2. The stock options were issued pursuant to the Galectin Therapeutics, Inc. 2019 Omnibus Equity Incentive Plan. |
| 3. Restricted Stock Units vest 100% upon public announcement of Interim Analysis data from NAVIGATE clinical trial if such announcement is made on or before December 31, 2024 or they will expire unvested. |
| 4. The Restricted Stock Units, if vested, convert into Common Stock on a one for one basis. |
| Jack W. Callicutt, by power of attorney | 08/05/2024 | |
| ** 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 5 (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. | ||
POWER OF ATTORNEY
FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
IN RESPECT OF SECURITIES OF
GALECTIN THERAPEUTICS INC.
FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
IN RESPECT OF SECURITIES OF
GALECTIN THERAPEUTICS INC.
The undersigned hereby constitutes and appoints each of Jack W. Callicutt and Joel Lewis as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution for him in his name and stead in any and all capacities, to sign and file for and on her behalf, in respect of any acquisition, disposition or other change in ownership
of any Common Stock or derivative securities thereof of Galectin Therapeutics Inc. (the "Company"), the following:
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(i)
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any Form ID to be filed with the Securities and Exchange Commission (the "SEC");
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(ii)
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any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;
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(iii)
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any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;
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(iv)
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any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;
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(v)
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any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and
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(vi)
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any and all agreements, certificates, receipts, or other documents in connection therewith. The undersigned hereby gives full power and authority to
the attorney-in-fact to seek and obtain as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such person to release such information to the undersigned and approves and ratifies any such release of information. The undersigned hereby grants unto such
attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such attorney-in-fact and agent or
substitute may do or cause to be done by virtue hereof. The undersigned acknowledges that:
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(i)
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neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the
requirement of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and
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(ii)
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this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations
under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing
delivered to such attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.
Date: July 29, 2024 /s/ Khurram Jamil
Khurram Jamil
Khurram Jamil