SEC Form 4 · accession 0001179110-16-033595
Apollo Endosurgery, Inc. · APEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles Tribie
Officer — Executive V.P. of Operations
Period of report
Dec 29, 2016
Accepted (ET)
Dec 29, 2016 · 9:57 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 | 56,018 | A | — | Jul 7, 2024 | Common Stock | 56,018 | 56,018 | D |
| Stock OptionsF3 | $1.76 | Dec 29, 2016 | J | 8,627 | A | — | Dec 19, 2025 | Common Stock | 8,627 | 8,627 | D |
| Stock OptionsF4 | $1.76 | Dec 29, 2016 | J | 8,627 | A | — | Mar 2, 2026 | Common Stock | 8,627 | 8,627 | 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 974,000 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 56,018 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 April 15, 2015 with the remainder vesting monthly thereafter through 2018.
- F3On November 18, 2015, Reporting Person was granted an option to purchase 8,627 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 48,555 shares of the Issuer's common stock at a per share exercise price of $1.76. 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 January 20, 2016.
- F4On March 3, 2016, Reporting Person was granted an option to purchase 150,000 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 8,627 shares of the Issuer's common stock at a per share exercise price of $1.76. 100% of the option will vest and become exercisable upon achievement of certain sales milestones.
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)