Sec Form 4 Filing - Novo Holdings A/S @ Galecto, Inc. - 2020-11-02

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 *
Novo Holdings A/S
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)
TUBORG HAVNEVEJ 19
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2020
(Street)
HELLERUP, G72900
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 11/02/2020 C 2,164,458 A 2,164,458 D
COMMON STOCK 11/02/2020 P 333,333 ( 2 ) A $ 15 2,497,791 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
SERIES B-1 PREFERRED STOCK ( 1 ) 11/02/2020 C 25,562 ( 1 ) ( 1 ) COMMON STOCK 66,454 ( 1 ) 0 D
SERIES B-2 PREFERRED STOCK ( 1 ) 11/02/2020 C 15,833 ( 1 ) ( 1 ) COMMON STOCK 41,161 ( 1 ) 0 D
SERIES B-3 PREFERRED STOCK ( 1 ) 11/02/2020 C 63,333 ( 1 ) ( 1 ) COMMON STOCK 164,647 ( 1 ) 0 D
SERIES B-4 PREFERRED STOCK ( 1 ) 11/02/2020 C 66,666 ( 1 ) ( 1 ) COMMON STOCK 173,312 ( 1 ) 0 D
SERIES C-1 PREFERRED STOCK ( 1 ) 11/02/2020 C 133,991 ( 1 ) ( 1 ) COMMON STOCK 348,336 ( 1 ) 0 D
SERIES C-2 PREFERRED STOCK ( 1 ) 11/02/2020 C 194,666 ( 1 ) ( 1 ) COMMON STOCK 506,073 ( 1 ) 0 D
SERIES C-4 PREFERRED STOCK ( 1 ) 11/02/2020 C 181,688 ( 1 ) ( 1 ) COMMON STOCK 472,334 ( 1 ) 0 D
SERIES C-5 PREFERRED STOCK ( 1 ) 11/02/2020 C 51,911 ( 1 ) ( 1 ) COMMON STOCK 134,953 ( 1 ) 0 D
SERIES D PREFERRED STOCK ( 1 ) 11/02/2020 C 98,930 ( 1 ) ( 1 ) COMMON STOCK 257,188 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Novo Holdings A/S
TUBORG HAVNEVEJ 19
HELLERUP, G72900
X
Signatures
/s/ Peter Haahr, Chief Financial Officer of Novo Holdings A/S 11/04/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series B-4 Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-4 Preferred Stock, Series C-5 Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") converted into Common Stock at a ratio of 1:2.59970 into the number of shares of Common Stock as shown in Column 7 upon the closing of the Issuer's initial public offering without payment of additional consideration. These shares have no expiration date.
( 2 )Represents a purchase from the underwriters in the Issuer's initial public offering.

Remarks:
Novo Holdings A/S is a Danish limited liability company. The board of directors of Novo Holdings A/S (the "Novo Board") has shared investment and voting control over the securities of the Issuer held by Novo Holdings A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.

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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