SEC Filing | Galecto

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SEC FORM 3 SEC Form 3

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^*

Schambye Hans T.

(Last)

(First)

(Middle)

C/O GALECTO, INC.

OLE MAALOES VEJ 3

(Street)

COPENHAGEN N

DK-2200

(City)

(State)

(Zip)

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)

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

5. 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 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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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.

                                                                      Exhibit 24

                           LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints Jonathan Freve, with
full power of substitution, the undersigned's true and lawful attorney-in-fact
to:

        (1)    execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of Galecto, Inc., a Delaware
corporation (the "Company"), from time to time the following U.S. Securities and
Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents
(such as Update Passphrase Authentication), to effect the assignment of codes to
the undersigned to be used in the transmission of information to the SEC using
the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of
Securities, including any attached documents; (iii) Form 4, Statement of Changes
in Beneficial Ownership of Securities, including any attached documents; (iv)
Form 5, Annual Statement of Beneficial Ownership of Securities in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules thereunder, including any attached documents; (v) Schedules 13D and 13G;
and (vi) amendments of each thereof, in accordance with the Securities Exchange
Act of 1934, as amended, and the rules thereunder, including any attached
documents;

        (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file
such form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as
amended.  The undersigned hereby agrees to indemnify the attorney-in-fact and
the Company from and against any demand, damage, loss, cost or expense arising
from any false or misleading information provided by the undersigned to the
attorney-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.  This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
or consultant of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of October 22, 2020.


                                        /s/ Hans T. Schambye
                                        ----------------------------------
                                        Signature


                                        Hans T. Schambye
                                        ----------------------------------
                                        Print Name