GALECTIN THERAPEUTICS INC — Director's Dealing 2017

Jan 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GALECTIN THERAPEUTICS INC (GALT)
CIK: 0001133416
Period of Report: 2016-12-23

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-23	Series B-3 Convertible Preferred Stock	$1.1237	P	1008000	Acquired		Common Stock (896997)	Direct
2016-12-23	Series B-3 Warrant	$3.00	P	1	Acquired	2023-12-23	Common Stock (672747)	Direct
2016-12-23	Lock-Up Warrant	$3.00	P	1	Acquired	2023-12-23	Common Stock (168033)	Direct
2016-12-23	Lock-Up Warrant	$3.00	P	1	Acquired	2023-12-23	Common Stock (84000)	Direct

Footnotes

F1: 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.

F2: On December 23, 2016, 10X Fund, L.P. purchased (a) 1,008,000 shares of Series B-3 Convertible Preferred Stock, (b) one Series B-3 Warrant to purchase 672,747 shares of common stock at 3.00 per share, and (c) one Lock-Up Warrant to purchase 168,033 shares of common stock at $3.00 per share, for total consideration of $1,008,000.

F3: The exercise price of the Series B-3 Warrant and the Lock-Up Warrant is subject to downward adjustment based upon the subsequent agreement between the company and a lead investor.

F4: 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.

F5: 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.