Galectin Therapeutics (GALT) Form 4 GALECTIN THERAPEUTICS / JACK W CALLICUTT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CALLICUTT JACK W

(Last) (First) (Middle)

C/O GALECTIN THERAPEUTICS, INC.

4960 PEACHTREE INDUSTRIAL BLVD., STE 240

(Street)

NORCROSS GA 30071

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GALECTIN THERAPEUTICS INC [ GALT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	06/19/2018		M		102,733	A	$4.41	103,993	D
Common Stock	06/19/2018		M		26,000	A	$3.45	129,993	D
Common Stock	06/19/2018		S		128,733	D	$9.0108(3)	1,260	D
Common Stock	06/20/2018		M		97,267	A	$4.41	98,527	D
Common Stock	06/20/2018		S		97,267	D	$8.0812(4)	1,260	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Stock option (right to buy)	$4.41	06/19/2018		M			102,733	(1)	07/01/2023	Common Stock	102,733	$0	97,267	D
Stock option (right to buy)	$3.45	06/19/2018		M			26,000	(2)	01/29/2025	Common Stock	26,000	$0	0	D
Stock option (right to buy)	$4.41	06/20/2018		M			97,267	(1)	07/01/2023	Common Stock	97,267	$0	0	D

Explanation of Responses:

1. The options vested as follows: (i) 12.5% on December 31, 2013, (ii) 25% on December 31, 2014, (iii) 25% on December 31, 2015, and (iv) 50% on December 31, 2016.

2. The options vested as follows: 25% on January 29, 2016, the grant date, with the remainder vesting ratably on a monthly basis over a three year period.

3. The shares were sold in multiple transactions at prices ranging from $9.00 to $9.0266. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

4. The shares were sold in multiple transactions at prices ranging from $8.0054 to $8.2592. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

Remarks:

	/s/ Jack Callicutt	06/21/2018
	** 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).
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