GALECTIN THERAPEUTICS INC — Director's Dealing 2016

Oct 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GALECTIN THERAPEUTICS INC (GALT)
CIK: 0001133416
Period of Report: 2016-06-30

Reporting Person: 10X Fund, L.P. (10% Owner)
Reporting Person: 10X Capital Management, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-30	Common Stock	J	80212	$1.47	Acquired	3340909	Direct
2016-09-30	Common Stock	J	84589	$1.13	Acquired	3425498	Direct
2016-10-13	Common Stock	J	229383	$0.86	Disposed	3196115	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-22	Series B-3 Convertible Preferred Stock	$2.6937	P	375000	Acquired		Common Stock (139211)	Direct
2016-09-22	Series B-3 Warrant	$3.00	P	1	Acquired	2023-09-22	Common Stock (104408)	Direct
2016-09-22	Lock-Up Warrant	$3.00	P	1	Acquired	2023-09-22	Common Stock (62500)	Direct
2016-09-22	Lock-Up Warrant	$3.00	P	2	Acquired	2023-09-22	Common Stock (531250)	Direct
2016-09-29	Series B-3 Convertible Preferred Stock	$1.4937	P	1125000	Acquired		Common Stock (753138)	Direct
2016-09-29	Series B-3 Warrant	$3.00	P	1	Acquired	2023-09-29	Common Stock (564854)	Direct
2016-09-29	Lock-Up Warrant	$3.00	P	1	Acquired	2023-09-29	Common Stock (187500)	Direct
2016-09-29	Lock-Up Warrant	$3.00	P	1	Acquired	2023-09-29	Common Stock (93750)	Direct

Footnotes

F1: Received as a dividend on shares of Series B-1 and B-2 Convertible Preferred Stock owned by 10X Fund, L.P.

F2: Distributed as an in-kind distribution to a withdrawing limited partner in 10X Fund, LP., which was effective as of 9/30/16.

F3: 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. 10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.