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: CZIRR JAMES C (Director)

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)	Indirect
2016-12-23	Series B-3 Warrant	$3.00	P	1	Acquired	2023-12-23	Common Stock (672747)	Indirect
2016-12-23	Lock-Up Warrant	$3.00	P	1	Acquired	2023-12-23	Common Stock (168033)	Indirect
2016-12-23	Lock-Up Warrant	$3.00	P	1	Acquired	2023-12-23	Common Stock (84000)	Indirect

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: The transaction was consummated by 10X Fund, L.P., a Delaware limited partnership, and not by the Reporting Person. The 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., 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. Mr. Czirr disclaims beneficial ownership of the reported securities except to the extent of his after fund payout pecuniary interest therein.