SEC Form 4 · accession 0001179110-16-033592
Apollo Endosurgery, Inc. · APEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bret Schwartzhoff
Officer — V.P. U.S. Sales and Marketing
Period of report
Dec 29, 2016
Accepted (ET)
Dec 29, 2016 · 9:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001251769
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $3.36 | Dec 29, 2016 | J | 23,005 | A | — | Feb 24, 2025 | Common Stock | 23,005 | 23,005 | D |
| Stock OptionsF3 | $1.76 | Dec 29, 2016 | J | 11,502 | A | — | Mar 2, 2026 | Common Stock | 11,502 | 11,502 | D |
Explanation of responses
- F1Shares of common stock of the corporation then known as Apollo Endosurgery, Inc. ("Old Apollo") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of September 8, 2016, by and among the Issuer, Merger Sub, Inc. and Old Apollo (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of common stock was converted into 0.3163 shares of the Issuer's common stock. Following the merger, the Issuer effected a reverse stock split at a ratio of one new share for every five and one half shares of common stock outstanding.
- F2On February 25, 2015, Reporting Person was granted an option to purchase 400,000 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.19 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 23,005 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued employment, one quarter of the option vested and became exercisable on December 14, 2015 with the remainder vesting monthly thereafter through 2018. Upon a change of control of the Issuer, 50% of any unvested portion of the option will become fully vested and exercisable.
- F3On March 3, 2016, Reporting Person was granted an option to purchase 200,000 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.10 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 11,502 shares of the Issuer's common stock at a per share exercise price of $1.76. Subject to Reporting Person's continued employment, 100% of the option will vest and become exercisable upon approval of the achievement of certain revenue milestones. Upon a change of control of the Issuer, 50% of any unvested portion of the option will become fully vested and exercisable.
Remarks
Exhibit Index: Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Person on December 29, 2016)