| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/28/2020 | 3. Issuer Name and Ticker or Trading Symbol Galecto Inc. [ GLTO ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 25,997 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C-1 Preferred Stock | (1) | (1) | Common Stock | 13,931 | (1) | D | |
| Stock Option (right to buy) | 03/22/2020 | 12/17/2023 | Common Stock | 6,759 | 3.98 | D | |
| Stock Option (right to buy) | 03/22/2020 | 12/17/2023 | Common Stock | 18,197 | 4.78 | D | |
| Stock Option (right to buy) | 03/22/2020 | 12/08/2021 | Common Stock | 18,197 | 5.97 | D | |
| Stock Option (right to buy) | 03/22/2020 | 05/29/2024 | Common Stock | 1,299 | 5.97 | D | |
| Stock Option (right to buy) | (2) | 06/24/2030 | Common Stock | 207,976 | 1.95 | D | |
| Stock Option (right to buy) | (3) | 10/06/2030 | Common Stock | 519,940 | 7.7 | D | |
| Explanation of Responses: |
| 1. The Series C-1 Preferred Stock (the "Preferred Stock") is convertible into Common Stock at a ratio of 2.59970:1 into the number of shares of Common Stock as shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock has no expiration date. |
| 2. 25% of the shares subject to such option vested and became exercisable on October 22, 2019 and the remainder of the shares vest in substantially equal monthly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. |
| 3. 25% of the shares subject to such option vest and become exercisable on September 27, 2021 and the remainder of the shares vest in substantially equal monthly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. |
| Remarks: |
| /s/ Jonathan Freve, attorney-in-fact | 10/28/2020 | |
| ** 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 5 (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 Number. | ||
