Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2,F5	Dec 29, 2016	J	1,347,565	—	A	1,347,565	D
Common Stock^F1,F3,F5	Dec 29, 2016	J	2,199,186	—	A	2,199,186	D
Common Stock^F1,F4,F5	Dec 29, 2016	J	605,712	—	A	605,712	D

Table II — derivative securities

No Table II lines on this filing.

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.
F2These securities are held directly by PTV IV, L.P. PTV Healthcare Capital has sole voting and investment control over the shares owned by PTV IV, L.P. The Managing Directors of PTV Healthcare Capital have shared voting and investment control over the shares owned by PTV IV, L.P.
F3These securities are held directly by PTV Sciences II, L.P. PTV Healthcare Capital has sole voting and investment control over the shares owned by PTV Sciences II, L.P. The Managing Directors of PTV Healthcare Capital have shared voting and investment control over the shares owned by PTV Sciences II, L.P.
F44.These securities are held directly by PTV Special Opportunities I, L.P. PTV Healthcare Capital has sole voting and investment control over the shares owned by PTV Special Opportunities I, L.P. The Managing Directors of PTV Healthcare Capital have shared voting and investment control over the shares owned by PTV Special Opportunities I, L.P.
F5Matthew Crawford and Rick Anderson, both directors of the Issuer, are Managing Partner and Managing Director, respectively, of PTV Healthcare Capital and may be deemed to be the beneficial owner of the securities held by PTV IV, L.P., PTV Sciences II, L.P. and PTV Special Opportunities I, L.P. Messrs. Crawford and Anderson areboth directors of the Issuer and, accordingly, file separate Section 16 reports.

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)