Sofinnova Venture Partners IX Form 4 Galera Therapeutics / Management IX, L.L.C. Sofinnova 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^*

Sofinnova Venture Partners IX, L.P.

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Galera Therapeutics, Inc. [ GRTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2019

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

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

	Form filed by One Reporting Person
X	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	11/12/2019		C		2,333,712(1)	A	(1)	2,333,712	D(2)
Common Stock	11/12/2019		P		750,000	A	$12	3,083,712	D(2)

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
Series B-2 Preferred Stock	(1)	11/12/2019		C			9,090,909	(1)	(1)	Common Stock	1,797,843	(1)	0	D(2)
Series C Preferred Stock	(1)	11/12/2019		C			2,709,659	(1)	(1)	Common Stock	535,869	(1)	0	D(2)

1. Name and Address of Reporting Person^*

Sofinnova Venture Partners IX, L.P.

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sofinnova Management IX, L.L.C.

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

POWELL MICHAEL

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mehra Anand

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a 0.197763-for-one basis.

2. The shares reported herein are held of record by Sofinnova Venture Partners IX, L.P. ("SVP IX"). Dr. Michael F. Powell, Dr. James Healy and Dr. Anand Mehra are the managing members of Sofinnova Management IX, L.L.C., the general partner of SVP IX, and as such, may be deemed to share voting and investment power with respect to such shares. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of such reporting person's pecuniary interest therein.

Remarks:

	/s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P.	11/12/2019
	/s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C.	11/12/2019
	/s/ Nathalie Auber, attorney-in-fact for Michael F. Powell	11/12/2019
	/s/ Nathalie Auber, attorney-in-fact for James Healy	11/12/2019
	/s/ Nathalie Auber, attorney-in-fact for Anand Mehra	11/12/2019
	** Signature of Reporting Person	Date
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