Edgar Filing: CZIRR JAMES C

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CZIRR JAMES C

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

(Last)

(First)

(Middle)

425 JANISH DR

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

(Street)

SANDPOINT, ID 83864

4. If Amendment, Date 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

(City)

(State)

(Zip)

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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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⁾

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⁾

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⁾

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⁾

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⁾

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⁾

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⁾

By 10X Fund, LP ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CZIRR JAMES C 425 JANISH DR SANDPOINT, ID 83864	X	X	Executive Chairman

Signatures

Robert J. Mottern, as attorney in fact for James C. Czirr		10/06/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.