GALECTIN THERAPEUTICS INC — Director's Dealing 2011

Oct 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GALECTIN THERAPEUTICS INC (galt)
CIK: 0001133416
Period of Report: 2011-09-30

Reporting Person: Martin Rod D (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-30	Common Stock	X	2410000	$0.5	Acquired	8862698	Indirect
2011-09-30	Common Stock	J	206724	$0.9202	Acquired	9069422	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-30	Class A-1 Warrant	$0.5	X	235000	Disposed	2014-09-30	Common Stock (235000)	Indirect
2011-09-30	Class A-1 Warrant	$0.5	X	310000	Disposed	2014-11-03	Common Stock (310000)	Indirect
2011-09-30	Class A-1 Warrant	$0.5	X	325000	Disposed	2014-12-08	Common Stock (325000)	Indirect
2011-09-30	Class A-1 Warrant	$0.5	X	325000	Disposed	2015-01-29	Common Stock (325000)	Indirect
2011-09-30	Class A-1 Warrant	$0.5	X	335000	Disposed	2015-03-08	Common Stock (335000)	Indirect
2011-09-30	Class A-1 Warrant	$0.5	X	310000	Disposed	2015-04-30	Common Stock (310000)	Indirect
2011-09-30	Class A-1 Warrant	$0.5	X	570000	Disposed	2015-05-10	Common Stock (570000)	Indirect

Footnotes

F1: On September 30, 2011, 10X Fund, LP exercised 2,410,000 Class A-1 Warrants, and as a result acquired 2,410,000 shares of common stock of the Issuer. The warrants were exercisable at $0.50 per share. The aggregate exercise price was $1,205,000.

F2: 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., such portion being equal to 10X Capital Management, LLC's (a) 20% interest in the profits of 10X Fund, L.P., (b) interest in any securities which are used to pay a 2% annual management fee to 10X Capital Management, LLC, and (c) interest in one-half of the Class B Warrants acquired by 10X Fund, L.P. in all closings other than the initial closing held on February 12, 2009, less one Class B Warrant which 10X Capital Management, LLC has committed to reallocate to investors in all prior closings until each such investor has one (1) additional Class B Warrant for each dollar invested.

F3: Any such deemed indirect beneficial ownership may also be reduced by Mr. Martin's proportional ownership in 10X Capital Management, LLC. Mr. Martin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F4: Received as a dividend on Series B Convertible Preferred Stock owned by 10X Fund, LP.