Sec Form 4 Filing - Uihlein Richard E @ GALECTIN THERAPEUTICS INC - 2022-01-24

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 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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1. Name and Address of Reporting Person Uihlein Richard E 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GALECTIN THERAPEUTICS INC., 4960 PEACHTREE INDUSTRIAL BLVD., STE 240 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2022 (Street) NORCROSS, GA30071 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/24/2022 A 17,677( 1 ) A $ 1.98 7,936,677 D Common Stock 27,710 I By Ed Uihlein Family Foundation( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy)( 3 ) $ 1.98 01/24/2022 A 40,000 ( 4 ) 01/24/2032 Common Stock 40,000 $ 0 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Uihlein Richard E C/O GALECTIN THERAPEUTICS INC. 4960 PEACHTREE INDUSTRIAL BLVD., STE 240 NORCROSS, GA30071 X X Signatures Jack W. Callicutt 01/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These restricted shares were issued pursuant to the Galectin Therapeutics Inc. 2019 Omnibus Equity Incentive Plan in lieu of a cash retainer and meeting fees of $35,000 for 2022. Restrictions on the shares lapse at a rate of 25% at the end of each calendar quarter in 2022. ( 2 )The reporting person is president and director of Ed Uihlein Family Foundation, a not-for-profit corporation. The reporting person has no pecuniary interest in the shares, however, he shares voting and dispositive power over the shares and, therefore, remains the beneficial owner of the shares solely for the purposes of Section 13(d) of the Securities Exchange Act of 1934. ( 3 )The options were issued pursuant to the Galectin Therapeutics Inc. 2019 Omnibus Equity Incentive Plan. ( 4 )The options vest 100% on December 31, 2022.

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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