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^*

HENOS MICHAEL A

(Last)

(First)

(Middle)

C/O GLYCOMIMETICS, INC.

401 PROFESSIONAL DRIVE, SUITE 250

(Street)

GAITHERSBURG

20879

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/09/2014

3. Issuer Name and Ticker or Trading Symbol
GLYCOMIMETICS INC [ GLYC ]

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

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

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	10,732	I	By Spouse⁽¹⁾
Common Stock	116,229	I	By Funds⁽²⁾⁽³⁾

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)
Stock Option (right to buy)	⁽⁴⁾	01/04/2021	Common Stock	1,562⁽⁵⁾	$1.12⁽⁵⁾	D
Series A-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	11,936	⁽⁶⁾	I	By Spouse⁽¹⁾
Series A-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	337,579	⁽⁶⁾	I	By Funds⁽³⁾⁽⁷⁾
Warrant to Purchase Common Stock (right to buy)	12/09/2005	12/09/2015	Common Stock	5,133⁽⁵⁾	$0.33⁽⁵⁾	I	By Funds⁽³⁾⁽⁸⁾
Warrant to Purchase Common Stock (right to buy)	07/03/2008	07/03/2018	Common Stock	38,493⁽⁵⁾	$0.33⁽⁵⁾	I	By Funds⁽³⁾⁽⁹⁾

Explanation of Responses:

1. These shares are held by Claudia Henos, Mr. Henos's spouse.

2. 114,888 shares are held by Alliance Technology Ventures III, L.P. ("ATV III") and 1,341 shares are held by ATV III Affiliates Fund, L.P. ("ATV Affiliates").

3. Mr. Henos is a manager of ATV III Partners, LLC, the general partner of ATV III and ATV Affiliates and shares voting and investment power with respect to the securities held by ATV III and ATV Affiliates. Mr. Henos disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein.

4. The shares underlying this option are fully vested.

5. The number of underlying shares of common stock and the exercise price reported reflect a 1-for-3.302 reverse stock split of the Issuer's common stock effected on October 25, 2013.

6. Each share of Series A-1 Preferred Stock is convertible, at any time, at the holder's election, into the Issuer's common stock on a 1-for-3.302 basis. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock will automatically convert into approximately 0.3028 shares of the Issuer's common stock. The Series A-1 Preferred Stock has no expiration date.

7. 334,203 shares are held by ATV III and 3,376 shares are held by ATV Affiliates.

8. 5,098 shares underlying warrants are held by ATV III and 35 shares underlying warrants are held by ATV Affiliates.

9. 38,109 shares underlying warrants are held by ATV III and 384 shares underlying warrants are held by ATV Affiliates.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Brian F. Leaf, Attorney-in-fact	01/09/2014
	** 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.