Sec Form 3 Filing - Fairmount Funds Management LLC @ Galecto, Inc. - 2025-11-10

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Fairmount Funds Management LLC
2. Issuer Name and Ticker or Trading Symbol
Galecto, Inc. [ GLTO]
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)
200 BARR HARBOR DRIVE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2025
(Street)
WEST CONSHOHOCKEN, PA19428
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
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 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 16,366,000 I By Fairmount Healthcare Fund II L.P. ( 2 )
Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 6,957,000 I By Fairmount Healthcare Fund II L.P. ( 2 )
Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 3,478,000 I By Fairmount Healthcare Co-Invest V L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fairmount Funds Management LLC
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA19428
X X
Fairmount Healthcare Fund II L.P.
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA19428
X
Fairmount Healthcare Co-Invest V L.P.
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA19428
X
Kiselak Tomas
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA19428
X
Harwin Peter Evan
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA19428
X X
Signatures
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 11/17/2025
Signature of Reporting Person Date
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. 11/17/2025
Signature of Reporting Person Date
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest V L.P. 11/17/2025
Signature of Reporting Person Date
/s/ Tomas Kiselak 11/17/2025
Signature of Reporting Person Date
/s/ Peter Harwin 11/17/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Following stockholder approval of the conversion of Series B Preferred Stock into shares of Common Stock, each share of Series B Preferred Stock will be convertible, at the option of the holder, into 1,000 shares of Common Stock, subject to certain limitations. Fairmount (as defined below) may not convert such shares if Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.
( 2 )Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest V L.P. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
( 3 )Following stockholder approval of the conversion of Series C Preferred Stock into shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations. Fairmount may not convert such shares if Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

Remarks:
Exhibit 24 - Power of Attorney Fairmount, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest V L.P. may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount.

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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