SEC Form 4 · accession 0001179110-16-033602
Apollo Endosurgery, Inc. · APEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R Kent McGaughy Jr.
Director
Period of report
Dec 29, 2016
Accepted (ET)
Dec 30, 2016 · 8:33 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,F7 | Dec 29, 2016 | J | 36,608 | — | A | 36,608 | I | By Crested Crane, LP |
| Common StockF1,F3,F7 | Dec 29, 2016 | J | 213,033 | — | A | 213,033 | I | By Curlew Fund, LP |
| Common StockF1,F4,F7 | Dec 29, 2016 | J | 51,123 | — | A | 51,123 | I | By Kestrel Fund, LP |
| Common StockF1,F5,F7 | Dec 29, 2016 | J | 321,710 | — | A | 321,710 | I | By Mallard Fund, LP |
| Common StockF1,F6,F7 | Dec 29, 2016 | J | 195,330 | — | A | 195,330 | I | By Roadrunner Fund, LP |
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 in the name of Crested Crane, LP. CPMG, Inc. has sole voting and investment control over the shares owned by Crested Crane, LP. The Managing Directors of CPMG, Inc. have shared voting and investment control over the shares owned by Crested Crane, LP. The Reporting Person is a Managing Director of CPMG, Inc.
- F3These securities are held in the name of Curlew Fund, LP. CPMG, Inc. has sole voting and investment control over the shares owned by Curlew Fund, LP. The Managing Directors of CPMG, Inc. have shared voting and investment control over the shares owned by Curlew Fund, LP. The Reporting Person is a Managing Director of CPMG, Inc.
- F4These securities are held in the name of Kestrel Fund, LP. CPMG, Inc. has sole voting and investment control over the shares owned by Kestrel Fund, LP. The Managing Directors of CPMG, Inc. have shared voting and investment control over the shares owned by Kestrel Fund, LP. The Reporting Person is a Managing Director of CPMG, Inc.
- F5These securities are held in the name of Mallard Fund, LP. CPMG, Inc. has sole voting and investment control over the shares owned by Mallard Fund, LP. The Managing Directors of CPMG, Inc. have shared voting and investment control over the shares owned by Mallard Fund, LP. The Reporting Person is a Managing Director of CPMG, Inc.
- F6These securities are held in the name of Roadrunner Fund, LP. CPMG, Inc. has sole voting and investment control over the shares owned by Roadrunner Fund, LP. The Managing Directors of CPMG, Inc. have shared voting and investment control over the shares owned by Roadrunner Fund, LP. The Reporting Person is a Managing Director of CPMG, Inc.
- F7The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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)