SEC Form 4 · accession 0001179110-17-012473
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
Sep 15, 2017
Accepted (ET)
Sep 19, 2017 · 8:54 pm EDT
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 | Sep 15, 2017 | X | 28,757 | $1.76 | A | 62,404 | D | |
| Common StockF1 | holding | — | — | — | 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 OptionsF2 | $1.76 | Sep 15, 2017 | X | 28,757 | A | — | Sep 18, 2017 | Common Stock | 28,757 | 0 | D |
| Stock OptionsF2 | $1.76 | holding | — | — | — | — | Sep 17, 2017 | Common Stock | 28,757 | 28,757 | D |
| Stock OptionsF3 | $2.09 | holding | — | — | — | — | Apr 26, 2022 | Common Stock | 109,851 | 109,851 | D |
| Stock OptionsF4 | $3.36 | holding | — | — | — | — | Jul 29, 2024 | Common Sock | 54,808 | 54,808 | D |
| Stock OptionsF5 | $3.36 | holding | — | — | — | — | Jul 29, 2024 | Common Stock | 27,404 | 27,404 | D |
Explanation of responses
- F1The shares of common stock of the Issuer set forth herein (the "Common Stock") are subject to a Lock-Up Agreement, dated June 9, 2017, by and between the Reporting Person and the Representatives of the several underwriters (as defined therein) (the "Lock-Up Agreement"), entered into in connection with the Issuer's public offering of shares of its common stock in July 2017. The Common Stock remains subject to the restrictions of the Lock-Up Agreement until October 17, 2017.
- F2On September 18, 2007, Reporting Person was granted an option to purchase 500,000 shares of the common stock of the corporation then known as Apollo Endosurgery, Inc., now known as Apollo Endosurgery US, Inc ("Old Apollo") under Old Apollo's Equity Incentive Plan at an exercise price of $0.10 per share. Pursuant 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"), 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.
Remarks
The Reporting Person previously reported a performance-based stock option grant on March 3, 2016 with respect to 28,757 shares of common stock at an exercise price of $1.76 that would vest upon the achievement of certain performance targets not related to the market price of the Issuer's common stock. The targets were not met, and the option grant was cancelled with respect to all shares.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)