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*
Novartis Bioventures Ltd

(Last) (First) (Middle)
C/O NOVARTIS VENTURE FUND
FORUM 1 - 1.32, LICHTSTRASSE 35, CH-4056

(Street)
BASEL V8 CH-4056

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Galera Therapeutics, Inc. [ GRTX ]
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)
11/12/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/12/2019 C 3,293,067(1) A (1) 3,293,067 I See footnote(2)
Common Stock 11/12/2019 P 250,000 A $12 3,543,067 I See footnote(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 11/12/2019 C 9,000,000 (1) (1) Common Stock 1,779,864 (1) 0 I See footnote(2)
Series B Preferred Stock (1) 11/12/2019 C 7,200,000 (1) (1) Common Stock 1,423,891 (1) 0 I See footnote(2)
Series C Preferred Stock (1) 11/12/2019 C 451,609 (1) (1) Common Stock 89,311 (1) 0 I See footnote(2)
1. Name and Address of Reporting Person*
Novartis Bioventures Ltd

(Last) (First) (Middle)
C/O NOVARTIS VENTURE FUND
FORUM 1 - 1.32, LICHTSTRASSE 35, CH-4056

(Street)
BASEL V8 CH-4056

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NOVARTIS AG

(Last) (First) (Middle)
LICHTSTRASSE 35, CH-4056

(Street)
BASEL V8 CH-4056

(City) (State) (Zip)
Explanation of Responses:
1. Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a 0.197763-for-one basis.
2. Novartis Bioventures Ltd. Is the record holder of the securities reported herein. As the indirect parent of Novartis Bioventures Ltd., Novartis AG may be deemed to share beneficial ownership of these securities.
Remarks:
Novartis Bioventures Ltd., By: /s/ Bart Dzikowski, Name: Bart Dzikowski, Title: Secretary of the Board, By: /s/ Stephan Sandmeier, Name: Stephan Sandmeier, Title: Authorized Signatory 11/12/2019
Novartis AG, By: /s/ Bart Dzikowski, Name: Bart Dzikowski, Title: Attorney-in-Fact, By: /s/ Stephan Sandmeier, Name: Stephan Sandmeier, Title: Attorney-in-Fact 11/12/2019
** 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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