GALECTIN THERAPEUTICS INC — Director's Dealing 2011

Mar 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRO PHARMACEUTICALS INC (PRWP.OB)
CIK: 0001133416
Period of Report: 2011-03-07

Reporting Person: TRABER PETER G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-07	Employee Stock Option (right to buy)	$1.16	A	5000000	Acquired	2021-03-07	Common Stock (5000000)	Direct

Footnotes

F1: The option vests as follows: (i) 750,000 on the grant date, (ii) 625,000 on the 1st anniversary of the grant date, (iii) 625,000 on the 2nd anniversary of the grant date, (iv) 500,000 on the 3rd anniversary of the grant date, (v) 500,000 on the 4th anniversary of the grant date, (vi) 1,000,000 on the 5th anniversary of the grant date, which vesting dates are accelerated for such number of options in the following events: (A) 250,000 as of the date the Company reports revenues of at least $50,000,000 for a financial year, (B) 250,000 as of the date of approval by the Food and Drug Administration ("FDA") of each of up to two investigational new drug applications filed by the Company,

F2: (C) 250,000 as of the date of approval by the FDA of each of up to two new drug applications filed by the Company, and (D) 500,000 as of the date on which the non-affiliate market capitalization of the Company is at least $1,000,000,000 on any 10 days within the preceding 20 trading days ("Public Float Test"), (vii) 500,000 as of the date the Public Float Test demonstrates the Company's market capitalization is at least $5,000,000,000, and (viii) 500,000 as of the date the Public Float Test demonstrates that the Company's market capitalization is at least $10,000,000,000.