SEC Form 4 · accession 0001179110-16-033593
Apollo Endosurgery, Inc. · APEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd Newton
Officer — Chief Executive Officer · Director
Period of report
Dec 29, 2016
Accepted (ET)
Dec 29, 2016 · 9:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001251769
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 29, 2016 | J | 28,645 | — | A | 28,645 | D |
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 | 261,587 | A | — | Jul 7, 2024 | Common Stock | 261,587 | 261,587 | D |
| Stock OptionsF3 | $3.36 | Dec 29, 2016 | J | 112,109 | A | — | Jul 7, 2024 | Common Stock | 112,109 | 112,109 | 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 July 8, 2014, Reporting Person was granted an option to purchase 4,548,243 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 261,587 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 July 8, 2015 with the remainder vesting quarterly 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, and if, after the occurrence of a change of control the employment of Reporting Person is either terminated by the Issuer without cause or by Reporting Person for good reason, 100% of any unvested portion of the option will become fully vested and exercisable.
- F3On July 8, 2014, Reporting Person was granted an option to purchase 1,949,247 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 112,109 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued employment, 100% of the option will vest and become exercisable upon Old Apollo's achievement of certain global revenue and EBITDA targets for calendar years 2016 and 2017. Upon a change of control of the Issuer, 50% of the any unvested portion of the option will become fully vested and exercisable, and if, after the occurrence of a change in control the employment of Reporting Person is either terminated by the Issuer without cause or by Reporting Person for good reason, 100% 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)