Apollo Endosurgery (APEN) Form 4 Apollo Endosurgery / Rick D Anderson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Anderson Rick D

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY, SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Apollo Endosurgery, Inc. [ APEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/05/2017		P		41,000	A	$4.04	1,131,909	I	By PTV Evergreen Fund, L.P.(1)
Common Stock	09/12/2017		P		135,000	A	$3.85	1,266,909	I	By PTV Evergreen Fund, L.P.(1)
Common Stock								2,199,186	I	By PTV Sciences II, L.P.(2)
Common Stock								1,347,565	I	By PTV IV, L.P.(3)
Common Stock								605,712	I	By PTV Special Opportunities I, L.P.(4)
Common Stock								45,454	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These securities are owned by PTV Evergreen Fund, L.P. ("PTV EG"). PTV GP III Management, LLC ("PTV GPM") is the sole general partner of PTV GP Evergreen, L.P. ("PTV GP EG"), which is the sole general partner of PTV EG. The managers of PTV GPM are Matthew S. Crawford and Rick D. Anderson, who may be deemed to share voting and investment control over the shares owned by PTV EG. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. These securities are owned by PTV Sciences II, L.P. ("PTV II"). Pinto TV GP Company LLC ("PTV GPC") is the sole general partner of Pinto Technology Ventures GP II, L.P. ("PTV GP II"), which is the sole general partner of PTV II. The managers of PTV GPC are Matthew S. Crawford and Rick D. Anderson, who may be deemed to share voting and investment control over the shares owned by PTV II. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. These securities are owned by PTV IV, L.P. ("PTV IV"). PTV GP III Management, LLC ("PTV GPM") is the sole general partner of PTV GP IV, L.P. ("PTV GP IV"), which is the sole general partner of PTV IV. The managers of PTV GPM are Matthew S. Crawford and Rick D. Anderson, who may be deemed to share voting and investment control over the shares owned by PTV IV. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. These securities are owned by PTV Special Opportunities I, L.P. ("PTV SO"). PTV GP III Management, LLC ("PTV GPM") is the sole general partner of PTV GP SO I, L.P. ("PTV GP SO"), which is the sole general partner of PTV SO. The managers of PTV GPM are Matthew S. Crawford and Rick D. Anderson, who may be deemed to share voting and investment control over the shares owned by PTV SO. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Rick D. Anderson	09/25/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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