Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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LEWIS JOEL
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2. Issuer Name and Ticker or Trading Symbol
GALECTIN THERAPEUTICS INC [GALT]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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President and CEO /
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(Last)
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(First)
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(Middle)
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C/O GALECTIN THERAPEUTICS INC. , 4960 PEACHTREE INDUSTRIAL BLVD., STE 240
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NORCROSS
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GA
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30071
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LEWIS JOEL
C/O GALECTIN THERAPEUTICS INC.
4960 PEACHTREE INDUSTRIAL BLVD., STE 240
NORCROSS, GA30071
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President and CEO
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Signatures
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Jack W. Callicutt, by power of attorney
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2022-01-18
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Mr. Lewis and Galectin Therapeutics Inc. entered into an employment agreement, dated August 31, 2020, and a Deferred Stock Unit Agreement, dated August 31, 2020. Pursuant to these agreements, 80% of Mr. Lewis' compensation will be paid in the form of deferred stock units ("DSUs") in accordance with the terms and subject to the provisions set forth in the Deferred Stock Unit Agreement. The shares of Common Stock being reported herein underly DSUs issued to Mr. Lewis pursuant to the agreements, at a price per share equal to the closing price of the Common Stock on date of the transaction. The DSUs shall be settled in shares of Common Stock as follows: (i) twenty five percent shall be settled on March 1, 2023, (ii) twenty five percent shall be settled on September 1, 2023 and (iii) fifty percent shall be settled on March 1, 2024.
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(2)
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Represents shares underlying DSUs and Common Stock.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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