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Filing Details

Accession Number:: 0000899243-20-030414
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-11-04 20:00:18
Reporting Period:: 2020-11-02

Accepted Time:: 2020-11-04 20:00:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1800315	Galecto Inc.	GLTO	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue, 54Th Floor New York NY 10022-4629	Yes	No	Yes	No
1682090	Orbimed Israel Gp Ii, L.p.	89 Medinat Hayehudim St., Building E Herzliya L3 4614001	Yes	No	Yes	No
1682093	Ltd Ii Israel Advisors Orbimed	89 Medinat Hayehudim St., Building E Herzliya L3 4614001	Yes	No	Yes	No
1760648	Orbimed Capital Gp Vii Llc	601 Lexington Avenue 54Th Floor New York NY 10022-4629	Yes	No	Yes	No
1808744	Orbimed Genesis Gp Llc	601 Lexington Avenue 54Th Floor New York NY	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Acquisiton	2020-11-02	2,055,824	$0.00	2,055,824	No	4	C	Indirect	See footnote
Common Shares	Acquisiton	2020-11-02	822,311	$0.00	822,311	No	4	C	Indirect	See footnote
Common Shares	Acquisiton	2020-11-02	191,787	$0.00	191,787	No	4	C	Indirect	See footnote
Common Shares	Acquisiton	2020-11-02	523,833	$15.00	2,579,657	No	4	P	Indirect	See footnote
Common Shares	Acquisiton	2020-11-02	209,500	$15.00	1,031,811	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Series D Preferred Stock	Disposition	2020-09-25	148,395	$27.11	385,782	$0.00
Common Shares	Series D Preferred Stock	Disposition	2020-09-25	59,350	$27.11	154,292	$0.00
Common Shares	Series D Preferred Stock	Disposition	2020-09-25	73,773	$27.11	191,787	$0.00
Common Shares	Series C-2 Preferred Stock	Disposition	2020-11-02	291,999	$0.00	759,110	$0.00
Common Shares	Series C-2 Preferred Stock	Disposition	2020-11-02	116,800	$0.00	303,645	$0.00
Common Shares	Series C-4 Preferred Stock	Disposition	2020-11-02	272,533	$0.00	708,504	$0.00
Common Shares	Series C-4 Preferred Stock	Disposition	2020-11-02	109,013	$0.00	283,402	$0.00
Common Shares	Series C-5 Preferred Stock	Disposition	2020-11-02	77,866	$0.00	202,428	$0.00
Common Shares	Series C-5 Preferred Stock	Disposition	2020-11-02	31,147	$0.00	80,972	$0.00
Common Shares	Series D Preferred Stock	Disposition	2020-11-02	148,395	$0.00	385,782	$0.00
Common Shares	Series D Preferred Stock	Disposition	2020-11-02	59,350	$0.00	154,292	$0.00
Common Shares	Series D Preferred Stock	Disposition	2020-11-02	73,773	$0.00	191,787	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
148,395	No	4	A	Indirect
59,350	No	4	A	Indirect
73,773	No	4	A	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect

Footnotes

The Series C-2 Preferred Stock, Series C-4 Preferred Stock, Series C-5 Preferred Stock, and Series D Preferred Stock (collectively, the "Preferred Stock") was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock converted into Common Stock at a ratio of 2.59970:1 upon the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date.
These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VII and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by OPI VII.
This report on Form 4 is jointly filed by OrbiMed Advisors, GP VII, OrbiMed Advisors Israel II Limited ("OrbiMed Limited"), OrbiMed Israel GP II, L.P. ("OrbiMed Israel"), and OrbiMed Genesis GP LLC ("Genesis GP"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, Chau Khuong, an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
These securities are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel is the general partner of OIP II, and OrbiMed Limited is the managing member of OrbiMed Israel. By virtue of such relationships, OrbiMed Israel and OrbiMed Limited may be deemed to have voting and investment power over the securities held by OIP II and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Limited exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the securities held by OIP II.
These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). Genesis GP is the general partner of Genesis Master Fund and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by Genesis Master Fund and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by Genesis Master Fund.
This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Persons' Form 3.