SEC Filing | Galecto

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SEC FORM 4 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^*

Novo Holdings A/S

(Last)

(First)

(Middle)

TUBORG HAVNEVEJ 19

(Street)

HELLERUP

2900

(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)

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 STOCK	11/02/2020		C		2,164,458	A	⁽¹⁾	2,164,458	D
COMMON STOCK	11/02/2020		P		333,333⁽²⁾	A	$15	2,497,791	D

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 B-1 PREFERRED STOCK	⁽¹⁾	11/02/2020		C			25,562	⁽¹⁾	⁽¹⁾	COMMON STOCK	66,454	⁽¹⁾	0	D
SERIES B-2 PREFERRED STOCK	⁽¹⁾	11/02/2020		C			15,833	⁽¹⁾	⁽¹⁾	COMMON STOCK	41,161	⁽¹⁾	0	D
SERIES B-3 PREFERRED STOCK	⁽¹⁾	11/02/2020		C			63,333	⁽¹⁾	⁽¹⁾	COMMON STOCK	164,647	⁽¹⁾	0	D
SERIES B-4 PREFERRED STOCK	⁽¹⁾	11/02/2020		C			66,666	⁽¹⁾	⁽¹⁾	COMMON STOCK	173,312	⁽¹⁾	0	D
SERIES C-1 PREFERRED STOCK	⁽¹⁾	11/02/2020		C			133,991	⁽¹⁾	⁽¹⁾	COMMON STOCK	348,336	⁽¹⁾	0	D
SERIES C-2 PREFERRED STOCK	⁽¹⁾	11/02/2020		C			194,666	⁽¹⁾	⁽¹⁾	COMMON STOCK	506,073	⁽¹⁾	0	D
SERIES C-4 PREFERRED STOCK	⁽¹⁾	11/02/2020		C			181,688	⁽¹⁾	⁽¹⁾	COMMON STOCK	472,334	⁽¹⁾	0	D
SERIES C-5 PREFERRED STOCK	⁽¹⁾	11/02/2020		C			51,911	⁽¹⁾	⁽¹⁾	COMMON STOCK	134,953	⁽¹⁾	0	D
SERIES D PREFERRED STOCK	⁽¹⁾	11/02/2020		C			98,930	⁽¹⁾	⁽¹⁾	COMMON STOCK	257,188	⁽¹⁾	0	D

Explanation of Responses:

1. Each share of Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series B-4 Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-4 Preferred Stock, Series C-5 Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") converted into Common Stock at a ratio of 1:2.59970 into the number of shares of Common Stock as shown in Column 7 upon the closing of the Issuer's initial public offering without payment of additional consideration. These shares have no expiration date.

2. Represents a purchase from the underwriters in the Issuer's initial public offering.

Remarks:

Novo Holdings A/S is a Danish limited liability company. The board of directors of Novo Holdings A/S (the "Novo Board") has shared investment and voting control over the securities of the Issuer held by Novo Holdings A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.

	/s/ Peter Haahr, Chief Financial Officer of Novo Holdings A/S	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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