Sec Form 4 Filing - Sofinnova Venture Partners IX, L.P. @ Galera Therapeutics, Inc. - 2019-11-12

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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
Sofinnova Venture Partners IX, L.P.
2. Issuer Name and Ticker or Trading Symbol
Galera Therapeutics, Inc. [ GRTX]
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)
C/O SOFINNOVA INVESTMENTS, INC., 3000 SAND HILL ROAD, BLDG. 4, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
11/12/2019
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (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 11/12/2019 C 2,333,712 ( 1 ) A 2,333,712 D ( 2 )
Common Stock 11/12/2019 P 750,000 A $ 12 3,083,712 D ( 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
Series B-2 Preferred Stock ( 1 ) 11/12/2019 C 9,090,909 ( 1 ) ( 1 ) Common Stock 1,797,843 ( 1 ) 0 D ( 2 )
Series C Preferred Stock ( 1 ) 11/12/2019 C 2,709,659 ( 1 ) ( 1 ) Common Stock 535,869 ( 1 ) 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sofinnova Venture Partners IX, L.P.
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
Sofinnova Management IX, L.L.C.
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
POWELL MICHAEL
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X X
HEALY JAMES
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
Mehra Anand
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
Signatures
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P. 11/12/2019
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C. 11/12/2019
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for Michael F. Powell 11/12/2019
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for James Healy 11/12/2019
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for Anand Mehra 11/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a 0.197763-for-one basis.
( 2 )The shares reported herein are held of record by Sofinnova Venture Partners IX, L.P. ("SVP IX"). Dr. Michael F. Powell, Dr. James Healy and Dr. Anand Mehra are the managing members of Sofinnova Management IX, L.L.C., the general partner of SVP IX, and as such, may be deemed to share voting and investment power with respect to such shares. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of such reporting person's pecuniary interest therein.

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).
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