SEC Form 4 · accession 0001179110-16-033594

Apollo Endosurgery, Inc. · APEN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dennis L. McWilliams

Officer — President, CCO

Period of report

Dec 29, 2016

Accepted (ET)

Dec 29, 2016 · 9:53 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 Stock^F1	Dec 29, 2016	J	33,647	—	A	33,647	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F2	$1.76	Dec 29, 2016	J	28,757	A	—	Sep 17, 2017	Common Stock	28,757	28,757	D
Stock Options^F3	$2.09	Dec 29, 2016	J	109,851	A	—	Apr 26, 2022	Common Stock	109,851	109,851	D
Stock Options^F4	$3.36	Dec 29, 2016	J	54,808	A	—	Jul 29, 2024	Common Sock	54,808	54,808	D
Stock Options^F5	$3.36	Dec 29, 2016	J	27,404	A	—	Jul 29, 2024	Common Stock	27,404	27,404	D
Stock Options^F6	$1.76	Dec 29, 2016	J	28,757	A	—	Mar 2, 2026	Common Stock	28,757	28,757	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 September 18, 2007, Reporting Person was granted an option to purchase 500,000 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 28,757 shares of the Issuer's common stock at a per share exercise price of $1.76. The option has fully vested.
F3On April 27, 2012, Reporting Person was granted an option to purchase 1,910,000 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.12 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 109,851 shares of the Issuer's common stock at a per share exercise price of $2.09. The option has fully vested.
F4On July 30, 2014, Reporting Person was granted an option to purchase 952,965 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 54,808 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued employment, 1/48th of the option will vest and become exercisable on each of the 48 months commencing on February 1, 2014. Upon a change of control of the Issuer, 100% of any unvested portion of the option will become fully vested and exercisable.
F5On July 30, 2014, Reporting Person was granted an option to purchase 476,483 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 27,404 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 the Issuer's achievement of certain revenue milestones. Upon a change of control of the Issuer, 100% of any unvested portion of the option will become fully vested and exercisable.
F6On March 3, 2016, Reporting Person was granted an option to purchase 500,000 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 28,757 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 achievement of certain revenue targets. Upon a change of control of the Issuer, 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)