Galecto Form 4 / Chau Quang Khuong 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^*

Khuong Chau Quang

(Last)

(First)

(Middle)

C/O GALECTO, INC.

OLE MAALOES VEJ 3

(Street)

COPENHAGEN N

DK-2200

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Galecto, Inc. [ GLTO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	11/02/2020		C		2,055,824	A	⁽¹⁾	2,055,824	I	See footnote⁽²⁾
Common Shares	11/02/2020		C		822,311	A	⁽¹⁾	822,311	I	See footnote⁽³⁾
Common Shares	11/02/2020		C		191,787	A	⁽¹⁾	191,787	I	See footnote⁽⁴⁾
Common Shares	11/02/2020		P		523,833	A	$15	2,579,657	I	See footnote⁽²⁾
Common Shares	11/02/2020		P		209,500	A	$15	1,031,811	I	See footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock	⁽¹⁾	09/25/2020		A⁽⁵⁾			148,395	⁽¹⁾	⁽¹⁾	Common Shares	385,782	$27.11	148,395	I	See footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	09/25/2020		A⁽⁵⁾			59,350	⁽¹⁾	⁽¹⁾	Common Shares	154,292	$27.11	59,350	I	See footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	09/25/2020		A⁽⁵⁾			73,773	⁽¹⁾	⁽¹⁾	Common Shares	191,787	$27.11	73,773	I	See footnote⁽⁴⁾
Series C-2 Preferred Stock	⁽¹⁾	11/02/2020		C			291,999	⁽¹⁾	⁽¹⁾	Common Shares	759,110	⁽¹⁾	0	I	See footnote⁽²⁾
Series C-2 Preferred Stock	⁽¹⁾	11/02/2020		C			116,800	⁽¹⁾	⁽¹⁾	Common Shares	303,645	⁽¹⁾	0	I	See footnote⁽³⁾
Series C-4 Preferred Stock	⁽¹⁾	11/02/2020		C			272,533	⁽¹⁾	⁽¹⁾	Common Shares	708,504	⁽¹⁾	0	I	See footnote⁽²⁾
Series C-4 Preferred Stock	⁽¹⁾	11/02/2020		C			109,013	⁽¹⁾	⁽¹⁾	Common Shares	283,402	⁽¹⁾	0	I	See footnote⁽³⁾
Series C-5 Preferred Stock	⁽¹⁾	11/02/2020		C			77,866	⁽¹⁾	⁽¹⁾	Common Shares	202,428	⁽¹⁾	0	I	See footnote⁽²⁾
Series C-5 Preferred Stock	⁽¹⁾	11/02/2020		C			31,147	⁽¹⁾	⁽¹⁾	Common Shares	80,972	⁽¹⁾	0	I	See footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	11/02/2020		C			148,395	⁽¹⁾	⁽¹⁾	Common Shares	385,782	⁽¹⁾	0	I	See footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	11/02/2020		C			59,350	⁽¹⁾	⁽¹⁾	Common Shares	154,292	⁽¹⁾	0	I	See footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	11/02/2020		C			73,773	⁽¹⁾	⁽¹⁾	Common Shares	191,787	⁽¹⁾	0	I	See footnote⁽⁴⁾

Explanation of Responses:

1. 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.

2. 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. The Reporting Person is an employee of OrbiMed Advisors. 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.

3. 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.

4. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("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.

5. 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 Person's Form 3.

Remarks:

	/s/ Jonathan Freve, attorney-in-fact	11/04/2020
	** 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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Galecto (GLTO) Form 4Galecto / Chau Quang Khuong ownership change