SEC Form 3 filed by new insider Fairmount Funds Management Llc
$GLTO
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 11/10/2025 |
3. Issuer Name and Ticker or Trading Symbol
Galecto, Inc. [ GLTO ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Preferred Stock | (1) | (1) | Common Stock | 16,366,000 | (1) | I | By Fairmount Healthcare Fund II L.P.(2) |
| Series C Preferred Stock | (3) | (3) | Common Stock | 6,957,000 | (3) | I | By Fairmount Healthcare Fund II L.P.(2) |
| Series C Preferred Stock | (3) | (3) | Common Stock | 3,478,000 | (3) | I | By Fairmount Healthcare Co-Invest V L.P.(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| 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. |
| /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC | 11/17/2025 | |
| /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. | 11/17/2025 | |
| /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest V L.P. | 11/17/2025 | |
| /s/ Tomas Kiselak | 11/17/2025 | |
| /s/ Peter Harwin | 11/17/2025 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||