Sec Form 4 Filing - ORBIMED ADVISORS LLC @ Galecto, Inc. - 2023-04-13

Insider filing report for Changes in Beneficial Ownership
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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
ORBIMED ADVISORS LLC
2. Issuer Name and Ticker or Trading Symbol
Galecto, Inc. [ GLTO]
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)
601 LEXINGTON AVENUE, 54TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
04/13/2023
(Street)
NEW YORK, NY10022
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 04/13/2023 S 703 D $ 1.82 182,504 I See footnotes ( 1 ) ( 4 )
Common Stock 04/13/2023 S 3,784 D $ 1.82 981,863 I See footnotes ( 2 ) ( 4 )
Common Stock 04/13/2023 S 9,459 D $ 1.82 2,454,775 I See footnotes ( 3 ) ( 4 )
Common Stock 04/14/2023 S 2,091 D $ 1.86 180,413 I See footnotes ( 1 ) ( 4 )
Common Stock 04/14/2023 S 11,245 D $ 1.86 970,618 I See footnotes ( 2 ) ( 4 )
Common Stock 04/14/2023 S 28,110 D $ 1.86 2,426,665 I See footnotes ( 3 ) ( 4 )
Common Stock 04/17/2023 S 660 D $ 1.97 179,753 I See footnotes ( 1 ) ( 4 )
Common Stock 04/17/2023 S 3,551 D $ 1.97 967,067 I See footnotes ( 2 ) ( 4 )
Common Stock 04/17/2023 S 8,878 D $ 1.97 2,417,787 I See footnotes ( 3 ) ( 4 )
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
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY10022
X
OrbiMed Genesis GP LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY10022
X
OrbiMed Israel GP II, L.P.
5 HAHOSHLIM STREET
BUILDING B, 1ST FLOOR
HERZLIYA PITUACH, L34614001
X
OrbiMed Advisors Israel II Ltd
5 HAHOSHLIM STREET
BUILDING B, 1ST FLOOR
HERZLIYA PITUACH, L34614001
X
OrbiMed Capital GP VII LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 04/17/2023
Signature of Reporting Person Date
/s/ Carl L. Gordon, Member of OrbiMed Genesis GP LLC 04/17/2023
Signature of Reporting Person Date
/s/ Carl L. Gordon, Director of OrbiMed Israel GP II, L.P. 04/17/2023
Signature of Reporting Person Date
/s/ Carl L. Gordon, Director of OrbiMed Advisors Israel II Limited 04/17/2023
Signature of Reporting Person Date
/s/ Carl L. Gordon, Member of OrbiMed Capital GP VII LLC 04/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("OrbiMed Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of OrbiMed Genesis and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of Genesis GP. By virtue of such relationships, OrbiMed Advisors and Genesis GP may be deemed to have voting power and investment power over the securities held by OrbiMed Genesis and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OrbiMed Genesis.
( 2 )These securities are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("OrbiMed Israel") is the general partner of OIP II and OrbiMed Advisors Israel II Limited ("OrbiMed Limited") is the general partner of OrbiMed Israel. By virtue of such relationships, OrbiMed Limited and OrbiMed Israel may be deemed to have voting power and investment power over the securities held by OIP II and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Limited exercises voting and investment power through a management committee comprised of Carl L. Gordon, David P. Bonita, and Erez Chimovits, each of whom disclaims beneficial ownership of the securities held by OIP II.
( 3 )These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII and OrbiMed Advisors is the managing member of GP VII. By virtue of such relationships, OrbiMed Advisors and GP VII may be deemed to have voting power and investment power over the securities held by OPI VII and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VII.
( 4 )Each of OrbiMed Advisors, Genesis GP, OrbiMe d Israel, OrbiMed Limited, and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such person or entity, including the Reporting Persons, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

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