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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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Stock Option (right to buy) (2) | (1) | 03/11/2034 | Common Stock | 150,000 | $ 2.2 | D | |
| Restricted Stock Unit (4) | (3) | (3) | Common Stock | 30,000 | $ 0 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Jamil Khurram 31 DAVID DRIVE NEWTOWN, PA 18940 |
Chief Medical Officer | |||
| Jack W. Callicutt, by power of attorney | 08/05/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Common Stock Options were granted to the Reporting Person by the Issuer in connection with his employment as vice president clinical development and medical director in March 2024 prior to his appointment as Chief Medical Officer by the Board of Directors. The options are exercisable in three equal traches on March 11, 2025, March 11, 2026, and March 11, 2027. |
| (2) | The stock options were issued pursuant to the Galectin Therapeutics, Inc. 2019 Omnibus Equity Incentive Plan. |
| (3) | Restricted Stock Units vest 100% upon public announcement of Interim Analysis data from NAVIGATE clinical trial if such announcement is made on or before December 31, 2024 or they will expire unvested. |
| (4) | The Restricted Stock Units, if vested, convert into Common Stock on a one for one basis. |