SEC Form 4 · accession 0001179110-16-033601
Apollo Endosurgery, Inc. · APEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard J Meelia
Director
Period of report
Dec 29, 2016
Accepted (ET)
Dec 30, 2016 · 8:32 am 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,F2 | Dec 29, 2016 | J | 17,501 | — | A | 17,501 | I | By Meelia Ventures, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF3 | $2.09 | Dec 29, 2016 | J | 9,202 | A | — | Jul 29, 2022 | Common Stock | 9,202 | 9,202 | D |
| Stock OptionsF4 | $3.36 | Dec 29, 2016 | J | 5,751 | A | — | Jul 7, 2024 | Common Stock | 5,751 | 5,751 | 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"). PPursuant 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 in the name of Meelia Ventures, LLC. The Reporting Person has a controlling interest in Meelia Ventures, LLC and may be deemed to be the beneficial owner of the securities held by Meelia Ventures, LLC.
- F3On July 30, 2012, Reporting Person was granted an option to purchase 160,000 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 9,202 shares of the Issuer's common stock at a per share exercise price of $2.09. This option has fully vested.
- F4On July 8, 2014, Reporting Person was granted an option to purchase 100,000 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 5,751 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued service to the Issuer 1/48th of the option will vest and become exercisable on each of the 48 months commencing on September 1, 2013. 100% of any unvested portion of the option will become fully vested and exercisable if, after the occurrence of a liquidation event, as defined in the Issuer's amended and restated certificate of incorporation.
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)