SEC FORM 3

SEC Form 3

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

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1. Name and Address of Reporting Person^*

Beardsley Robert A

(Last)

(First)

(Middle)

C/O GALERA THERAPEUTICS, INC.,

2 W LIBERTY BLVD #100

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2019

3. Issuer Name and Ticker or Trading Symbol
Galera Therapeutics, Inc. [ GRTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
Common Stock	52,830	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	13,627	⁽¹⁾	D
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	395	⁽¹⁾	D
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,339	⁽¹⁾	D
Stock Option	⁽²⁾	11/25/2022	Common Stock	115,651	$1.07	D
Stock Option	⁽³⁾	09/16/2024	Common Stock	31,919	$1.14	D
Stock Option	⁽⁴⁾	03/01/2026	Common Stock	110,779	$2.43	D
Stock Option	⁽⁵⁾	01/17/2027	Common Stock	34,383	$2.68	D
Stock Option	⁽⁶⁾	01/09/2029	Common Stock	227,427	$7.08	D

Explanation of Responses:

1. Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock on a 0.197763-for-one basis at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

2. The option has fully vested and is currently exercisable.

3. The option has fully vested and is currently exercisable.

4. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 29, 2016.

5. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 18, 2017.

6. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 10, 2019.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ J. Mel Sorensen, Attorney-in-Fact for Robert A. Beardsley	11/06/2019
	** 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.