Edgar Filing: GALECTIN THERAPEUTICS INC

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

10X Fund, L.P.

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

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

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

(Last)

(First)

(Middle)

1099 FOREST LAKE TERRACE

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2011

(Street)

NICEVILLE, FL 32578

4. If Amendment, Date 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

(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	03/31/2011		J⁽¹⁾		380,475	A	$ 1.04	2,482,223	I	By 10X Fund, LP ⁽²⁾ ⁽³⁾
Common Stock	06/30/2011		J⁽¹⁾		380,475	A	$ 1.22	2,862,698	I	By 10X Fund,LP ⁽²⁾ ⁽³⁾
Common Stock	06/30/2011		X⁽⁴⁾		3,590,000	A	$ 1.22	6,452,698	I	By 10X Fund, LP ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

$ 0.05

06/30/2011

1,800,000

02/12/2009

02/12/2014

Common Stock

1,800,000

⁽⁴⁾

By 10X Fund, LP ⁽²⁾ ⁽³⁾

Class A-1 Warrant

$ 0.05

06/30/2011

900,000

05/13/2009

05/13/2014

Common Stock

900,000

⁽⁴⁾

By 10X Fund, LP ⁽²⁾ ⁽³⁾

Class A-1 Warrant

$ 0.05

06/30/2011

500,000

06/30/2009

06/30/2014

Common Stock

500,000

⁽⁴⁾

By 10X Fund, LP ⁽²⁾ ⁽³⁾

Class A-1 Warrant

$ 0.05

06/30/2011

300,000

08/12/2009

08/12/2014

Common Stock

300,000

⁽⁴⁾

By 10X Fund, LP ⁽²⁾ ⁽³⁾

Class A-1 Warrant

$ 0.05

06/30/2011

90,000

09/30/2009

09/30/2014

Common Stock

90,000

⁽⁴⁾

235,000

By 10X Fund, LP ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
10X Fund, L.P. 1099 FOREST LAKE TERRACE NICEVILLE, FL 32578		X
10X Capital Management, LLC 1099 FOREST LAKE TERRACE NICEVILLE, FL 32578		X

Signatures

Robert J. Mottern, as attorney in fact for 10X Fund, LP		07/05/2011
^**Signature of Reporting Person		Date
Robert J. MOttern, as attorney in fact for 10X Capital Management, LLC		07/05/2011
^**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)	Received as a divdend on Series B Convertible Preferred Stock owned by 10X Fund, LP
(2)	10X Fund, L.P. has direct beneficial ownership of all the securities owned by 10X Fund, L.P. 10X Capital Management, LLC, a Florida limited liability company, is the general partner of 10X Fund, L.P., a Delaware limited partnership, and 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)	10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(4)	On June 30, 2011, 10X Fund, LP exercised 3,590,000 Class A-1 Warrants, and as a result acquired 3,590,000 shares of common stock of the Issuer. The warrants were exercisable at $0.05 per share. The aggregate exercise price was $1,795,000.

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