Galecto, Inc. — Director's Dealing 2020

Nov 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Galecto, Inc. (GLTO)
CIK: 0001800315
Period of Report: 2020-11-02

Reporting Person: ORBIMED ADVISORS LLC (Director, 10% Owner)
Reporting Person: OrbiMed Advisors Israel II Ltd (Director, 10% Owner)
Reporting Person: OrbiMed Israel GP II, L.P. (Director, 10% Owner)
Reporting Person: OrbiMed Capital GP VII LLC (Director, 10% Owner)
Reporting Person: OrbiMed Genesis GP LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-02	Common Shares	C	2055824	—	Acquired	2055824	Indirect
2020-11-02	Common Shares	C	822311	—	Acquired	822311	Indirect
2020-11-02	Common Shares	C	191787	—	Acquired	191787	Indirect
2020-11-02	Common Shares	P	523833	$15.00	Acquired	2579657	Indirect
2020-11-02	Common Shares	P	209500	$15.00	Acquired	1031811	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-25	Series D Preferred Stock	$	A	148395	Disposed		Common Shares (385782)	Indirect
2020-09-25	Series D Preferred Stock	$	A	59350	Disposed		Common Shares (154292)	Indirect
2020-09-25	Series D Preferred Stock	$	A	73773	Disposed		Common Shares (191787)	Indirect
2020-11-02	Series C-2 Preferred Stock	$	C	291999	Disposed		Common Shares (759110)	Indirect
2020-11-02	Series C-2 Preferred Stock	$	C	116800	Disposed		Common Shares (303645)	Indirect
2020-11-02	Series C-4 Preferred Stock	$	C	272533	Disposed		Common Shares (708504)	Indirect
2020-11-02	Series C-4 Preferred Stock	$	C	109013	Disposed		Common Shares (283402)	Indirect
2020-11-02	Series C-5 Preferred Stock	$	C	77866	Disposed		Common Shares (202428)	Indirect
2020-11-02	Series C-5 Preferred Stock	$	C	31147	Disposed		Common Shares (80972)	Indirect
2020-11-02	Series D Preferred Stock	$	C	148395	Disposed		Common Shares (385782)	Indirect
2020-11-02	Series D Preferred Stock	$	C	59350	Disposed		Common Shares (154292)	Indirect
2020-11-02	Series D Preferred Stock	$	C	73773	Disposed		Common Shares (191787)	Indirect

Footnotes

F1: The Series C-2 Preferred Stock, Series C-4 Preferred Stock, Series C-5 Preferred Stock, and Series D Preferred Stock (collectively, the "Preferred Stock") was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock converted into Common Stock at a ratio of 2.59970:1 upon the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date.

F2: These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VII and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by OPI VII.

F3: This report on Form 4 is jointly filed by OrbiMed Advisors, GP VII, OrbiMed Advisors Israel II Limited ("OrbiMed Limited"), OrbiMed Israel GP II, L.P. ("OrbiMed Israel"), and OrbiMed Genesis GP LLC ("Genesis GP"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, Chau Khuong, an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.

F4: These securities are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel is the general partner of OIP II, and OrbiMed Limited is the managing member of OrbiMed Israel. By virtue of such relationships, OrbiMed Israel and OrbiMed Limited may be deemed to have voting and investment power over the securities held by OIP II and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Limited exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the securities held by OIP II.

F5: These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). Genesis GP is the general partner of Genesis Master Fund and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by Genesis Master Fund and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by Genesis Master Fund.

F6: This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Persons' Form 3.