Sec Form 4 Filing - Martin Rod D @ GALECTIN THERAPEUTICS INC - 2015-03-12

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Martin Rod D 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 _____ 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) 03/12/2015 (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 03/12/2015 A 1,784 A $ 0 176,606 ( 1 ) D Common Stock 04/08/2015 A 26,395 A $ 0 202,089 ( 1 ) D Common Stock 2,776,186 ( 2 ) I By 10X Fund L.P.

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) $ 6.48 04/08/2015 D 7,408 ( 3 ) 03/24/2016 Common Stock 7,408 ( 4 ) 0 D Stock Option (right to buy) $ 7.08 04/08/2015 D 6,780 ( 5 ) 06/28/2021 Common Stock 6,780 ( 4 ) 0 D Stock Option (right to buy) $ 3.59 04/08/2015 D 16,714 ( 6 ) 03/28/2023 Common Stock 16,714 ( 4 ) 0 D Stock Option (right to buy) $ 13.38 04/08/2015 D 5,204 ( 7 ) 01/21/2024 Common Stock 5,204 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Martin Rod D C/O GALECTIN THERAPEUTICS INC. 4960 PEACHTREE INDUSTRIAL BLVD., STE 240 NORCROSS, GA30071 X Signatures /s/ Jack W. Callicutt as Power of Attorney for Rod D. Martin 07/08/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Amount reported includes shares acquired on May 13, 2015 and previously reported on a Form 4 filed on May 15, 2015. ( 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. Mr. Martin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 3 )The option vested quarterly in eight equal installments beginning May 12, 2011. ( 4 )The option was canceled by mutual agreement of the reporting person and Galectin Therapeutics, Inc. The reporting person received 26,395 shares of restricted common stock, reported in Table 1 of this Form 4, as consideration for the cancellation of options granted on March 24, 2011, June 28, 2011, March 28, 2013 and January 21, 2014. ( 5 )The option vested as to one-eighth of the shares on June 28, 2011 and thereafter quarterly in seven equal installments beginning August 12, 2011. ( 6 )The option vested quarterly in eight equal installments beginning on May 12, 2013. ( 7 )25% of the options vested on January 21, 2014, the grant date, with the remainder vesting ratably on a monthly basis over a three year period.

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).

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