0000899243-20-030414.txt : 20201104 0000899243-20-030414.hdr.sgml : 20201104 20201104200018 ACCESSION NUMBER: 0000899243-20-030414 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201102 FILED AS OF DATE: 20201104 DATE AS OF CHANGE: 20201104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 201288230 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Advisors Israel II Ltd CENTRAL INDEX KEY: 0001682093 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 201288231 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Israel GP II, L.P. CENTRAL INDEX KEY: 0001682090 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 201288232 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP VII LLC CENTRAL INDEX KEY: 0001760648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 201288233 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6491 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Genesis GP LLC CENTRAL INDEX KEY: 0001808744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39655 FILM NUMBER: 201288234 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Galecto, Inc. CENTRAL INDEX KEY: 0001800315 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 371957007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: GALECTO BIOTECH AB STREET 2: OLE MAALOES VEJ3 CITY: COPENHAGEN STATE: G7 ZIP: DK-2200 BUSINESS PHONE: 45-70-70-52-10 MAIL ADDRESS: STREET 1: GALECTO BIOTECH AB STREET 2: OLE MAALOES VEJ3 CITY: COPENHAGEN STATE: G7 ZIP: DK-2200 FORMER COMPANY: FORMER CONFORMED NAME: Galecto Inc. DATE OF NAME CHANGE: 20200116 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-11-02 0 0001800315 Galecto, Inc. GLTO 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022-4629 1 0 1 0 0001682093 OrbiMed Advisors Israel II Ltd 89 MEDINAT HAYEHUDIM ST., BUILDING E HERZLIYA L3 4614001 ISRAEL 1 0 1 0 0001682090 OrbiMed Israel GP II, L.P. 89 MEDINAT HAYEHUDIM ST., BUILDING E HERZLIYA L3 4614001 ISRAEL 1 0 1 0 0001760648 OrbiMed Capital GP VII LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022-4629 1 0 1 0 0001808744 OrbiMed Genesis GP LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 1 0 1 0 Common Shares 2020-11-02 4 C 0 2055824 A 2055824 I See footnote Common Shares 2020-11-02 4 C 0 822311 A 822311 I See footnote Common Shares 2020-11-02 4 C 0 191787 A 191787 I See footnote Common Shares 2020-11-02 4 P 0 523833 15.00 A 2579657 I See footnote Common Shares 2020-11-02 4 P 0 209500 15.00 A 1031811 I See footnote Series D Preferred Stock 2020-09-25 4 A 0 148395 27.11 D Common Shares 385782 148395 I See footnote Series D Preferred Stock 2020-09-25 4 A 0 59350 27.11 D Common Shares 154292 59350 I See footnote Series D Preferred Stock 2020-09-25 4 A 0 73773 27.11 D Common Shares 191787 73773 I See footnote Series C-2 Preferred Stock 2020-11-02 4 C 0 291999 D Common Shares 759110 0 I See footnote Series C-2 Preferred Stock 2020-11-02 4 C 0 116800 D Common Shares 303645 0 I See footnote Series C-4 Preferred Stock 2020-11-02 4 C 0 272533 D Common Shares 708504 0 I See footnote Series C-4 Preferred Stock 2020-11-02 4 C 0 109013 D Common Shares 283402 0 I See footnote Series C-5 Preferred Stock 2020-11-02 4 C 0 77866 D Common Shares 202428 0 I See footnote Series C-5 Preferred Stock 2020-11-02 4 C 0 31147 D Common Shares 80972 0 I See footnote Series D Preferred Stock 2020-11-02 4 C 0 148395 D Common Shares 385782 0 I See footnote Series D Preferred Stock 2020-11-02 4 C 0 59350 D Common Shares 154292 0 I See footnote Series D Preferred Stock 2020-11-02 4 C 0 73773 D Common Shares 191787 0 I See footnote 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. /s/ Carl Gordon, Member of OrbiMed Advisors LLC 2020-11-04 /s/ Carl Gordon, Member of the Managing Member of OrbiMed Capital GP VII LLC 2020-11-04 /s/ Carl Gordon, Member of the Managing Member of OrbiMed Genesis GP LLC 2020-11-04 /s/ Carl Gordon, Director of OrbiMed Advisors Israel II Limited 2020-11-04 /s/ Carl Gordon, Member of the General Partner of OrbiMed Israel GP II, L.P. 2020-11-04