Sec Form 5 Filing - CZIRR JAMES C @ GALECTIN THERAPEUTICS INC - 2019-12-31

FORM 5 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 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GALECTIN THERAPEUTICS, INC., 4960 PEACHTREE IND. BLVD., SUITE 240 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (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 09/30/2019 J( 1 )( 2 ) V 1,000 A $ 6 ( 1 ) 892,616 ( 3 ) D Common Stock 10/23/2019 J( 4 ) V 125,000 D 767,616 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CZIRR JAMES C C/O GALECTIN THERAPEUTICS, INC. 4960 PEACHTREE IND. BLVD., SUITE 240 NORCROSS,, GA30071 X Signatures /s/ James C. Czirr 02/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common stock received in satisfaction of $6,000 of dividends due on Series A Convertible Preferred Stock owned by James C. Czirr pursuant to issuer's option to pay dividends in cash or common stock, at its sole discretion. The dividends were payable on 9/30/2019. The price is the amount of the dividend divided by the number shares issued in satisfaction of the dividend. ( 2 )Exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16a-9 and as an involuntary transaction pursuant to court decisions. ( 3 )Amount beneficially owned is different from prior reports by 14 shares as a result of the erroneous reporting in Form 5 for 2018 fiscal year of the receipt of 1,000 shares as a stock dividend on Series A Convertible Stock on September 30, 2018. Mr. Czirr, actually received 986 as a stock dividend. ( 4 )Shares transferred to ex-spouse pursuant to a divorce decree. Transaction does not constitute a sale pursuant to existing court rulings and SEC interpretative guidance.

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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