FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CZIRR JAMES C 		2. Issuer Name and Ticker or Trading Symbol

GALECTIN THERAPEUTICS INC [ GALT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O GALECTIN THERAPEUTICS, INC. 4960, PEACHTREE INDUSTRIAL BLVD., SUITE 240 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2016
(Street)

NORCROSS,, GA 30071
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   6/30/2016     J (1)    80212   A $1.47   3340909   I   (3) By 10X Fund, LP  
Common Stock   9/30/2016     J (1)    84589   A $1.13   3425498   I   (3) By 10X Fund, LP  
Common Stock   10/13/2016     J (2)    229383   D $1.13   3196115   I   (3) By 10X Fund, LP  
Common Stock   9/30/2016     J (9)    1000   A $1.13   887630   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-3 Convertible Preferred Stock   $2.6937   9/22/2016     P      375000         (4)   (4) Common Stock   139211   $1   (5) 375000   I   (3) By 10X Fund, LP  
Series B-3 Warrant   $3.00   (6) 9/22/2016     P      1       3/22/2017   9/22/2023   Common Stock   104408   $0   (5) 1   I   (3) By 10X Fund, LP  
Lock-Up Warrant   $3.00   (6) 9/22/2016     P      1       3/22/2017   9/22/2023   Common Stock   62500   $0   (5) 1   I   (3) By 10X Fund, LP  
Lock-Up Warrant   $3.00   (6) 9/22/2016     P      2       3/22/2017   9/22/2023   Common Stock   531250   $0   (7) 3   I   (3) By 10X Fund, LP  
Series B-3 Convertible Preferred Stock   $1.4937   9/29/2016     P      1125000         (4)   (4) Common Stock   753138   $1   (8) 1500000   I   (3) By 10X Fund, LP  
Series B-3 Warrant   $3.00   (6) 9/29/2016     P      1       3/29/2017   9/29/2023   Common Stock   564854   $0   (8) 2   I   (3) By 10X Fund, LP  
Lock-Up Warrant   $3.00   (6) 9/29/2016     P      1       3/29/2017   9/29/2023   Common Stock   187500   $0   (8) 4   I   (3) By 10X Fund, LP  
Lock-Up Warrant   $3.00   (6) 9/29/2016     P      1       3/29/2017   9/29/2023   Common Stock   93750   $0   (7) 5   I   (3) By 10X Fund, LP  

Explanation of Responses:
( 1)  Received as a dividend on shares of Series B-1 and B-2 Convertible Preferred Stock owned by 10X Fund, L.P.
( 2)  Distributed as an in-kind distribution to a withdrawing limited partner in 10X Fund, LP., which was effective as of 9/30/16.
( 3)  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.
( 4)  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.
( 5)  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.
( 6)  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.
( 7)  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.
( 8)  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.
( 9)  Received as a dividend on shares of Series A Convertible Preferred Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CZIRR JAMES C
C/O GALECTIN THERAPEUTICS, INC. 4960
PEACHTREE INDUSTRIAL BLVD., SUITE 240
NORCROSS,, GA 30071 		X



Signatures
/s/ James C. Czirr 10/24/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Galectin Therapeutics (NASDAQ:GALT)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Galectin Therapeutics Charts.
Galectin Therapeutics (NASDAQ:GALT)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Galectin Therapeutics Charts.