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^*

CZIRR JAMES C

(Last)

(First)

(Middle)

425 JANISH DR

(Street)

SANDPOINT

83864

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GALECTIN THERAPEUTICS INC [ galt ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2011

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	07/12/2011		G		10,000	D	$1.08	4,087,268	D
Common Stock	07/12/2011		G		10,000	D	$1.08	4,077,268	D
Common Stock	07/12/2011		G		10,000	D	$1.08	4,067,268	D
Common Stock	07/12/2011		G		2,000	D	$1.08	4,065,268	D
Common Stock	09/30/2011		X⁽¹⁾		2,410,000	A	$0.5	8,862,698	I	By 10X Fund, LP⁽²⁾⁽³⁾
Common Stock	09/30/2011		J⁽⁴⁾		206,724	A	$0.92	9,069,422	I	By 10X Fund, LP⁽²⁾⁽³⁾
Common Stock	09/30/2011		A⁽⁵⁾		6,000	A	$1	179,232	I	By Trust⁽⁵⁾

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)
Class A-1 Warrant	$0.5	09/30/2011		X⁽¹⁾			235,000	09/30/2009	09/30/2014	Common Stock	235,000	$0⁽¹⁾	0	I	By 10X Fund, LP⁽²⁾⁽³⁾
Class A-1 Warrant	$0.5	09/30/2011		X⁽¹⁾			310,000	11/03/2009	11/03/2014	Common Stock	310,000	$0⁽¹⁾	0	I	By 10X Fund, LP⁽²⁾⁽³⁾
Class A-1 Warrant	$0.5	09/30/2011		X⁽¹⁾			325,000	12/08/2009	12/08/2014	Common Stock	325,000	$0⁽¹⁾	0	I	By 10X Fund, LP⁽²⁾⁽³⁾
Class A-1 Warrant	$0.5	09/30/2011		X⁽¹⁾			325,000	01/29/2010	01/29/2015	Common Stock	325,000	$0⁽¹⁾	0	I	By 10X Fund, LP⁽²⁾⁽³⁾
Class A-1 Warrant	$0.5	09/30/2011		X⁽¹⁾			335,000	03/08/2010	03/08/2015	Common Stock	335,000	$0⁽¹⁾	0	I	By 10X Fund, LP⁽²⁾⁽³⁾
Class A-1 Warrant	$0.5	09/30/2011		X⁽¹⁾			310,000	04/30/2010	04/30/2015	Common Stock	310,000	$0⁽¹⁾	0	I	By 10X Fund, LP⁽²⁾⁽³⁾
Class A-1 Warrant	$0.5	09/30/2011		X⁽¹⁾			570,000	05/10/2010	05/10/2015	Common Stock	570,000	$0⁽¹⁾	0	I	By 10X Fund, LP⁽²⁾⁽³⁾

Explanation of Responses:

1. On September 30, 2011, 10X Fund, LP exercised 2,410,000 Class A-1 Warrants, and as a result acquired 2,410,000 shares of common stock of the Issuer. The warrants were exercisable at $0.50 per share. The aggregate exercise price was $1,205,000.

2. Reporting Person is a managing member of 10X Capital Management, LLC, a Florida limited liability company acting as the general partner of 10X Fund, L.P., a Delaware limited partnership, and as such, may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P., such portion being equal to 10X Capital Management, LLC's (a) 20% interest in the profits of 10X Fund, L.P., (b) interest in any securities which are used to pay a 2% annual management fee to 10X Capital Management, LLC, and (c) interest in one-half of the Class B Warrants acquired by 10X Fund, L.P. in all closings other than the initial closing held on February 12, 2009, less one Class B Warrant which 10X Capital Management, LLC has committed to reallocate to investors in all prior closings until each such investor has one (1) additional Class B Warrant for each dollar invested.

3. Any such deemed indirect beneficial ownership may also be reduced by Mr. Czirr's proportional ownership in 10X Capital Management, LLC. Mr. Czirr disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. Received as a dividend on Series B Convertible Preferred Stock owned by 10X Fund, LP.

5. Reporting Person received additional shares of Issuer's common stock as dividends in the amount of 6,000 shares. Such shares are held in by a revocable trust in which Reporting Person is the sole trustee and sole beneficiary. The number of shares issuable in payment of dividends is based upon the market price of the common stock, subject to a minimum price of $1.00 per share.

	Robert J. Mottern, as attorney in fact for James C. Czirr	10/06/2011
	** 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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