Apollo Endosurgery (APEN) Form 4 Apollo Endosurgery / SCIENCES II L P PTV 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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OMB Number:	3235-0287
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hours per response:	0.5

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^*

PTV SCIENCES II L P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2017

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

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

	Form filed by One Reporting Person
X	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	11/15/2017		J(1)		1,266,909	D	(1)	0	I	By PTV Evergreen Fund, L.P.(2)
Common Stock	11/15/2017		J(1)		12,669	A	(1)	12,669	I	By PTV GP Evergreen, L.P.(3)
Common Stock	11/15/2017		J(4)		12,669	D	(4)	0	I	By PTV GP Evergreen, L.P.(3)
Common Stock								2,199,186	I	By PTV Sciences II, L.P.(5)
Common Stock								1,347,565	I	By PTV IV, L.P.(6)
Common Stock								605,712	I	By PTV Special Opportunities I, L.P.(7)

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

1. Name and Address of Reporting Person^*

PTV SCIENCES II L P

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY, SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PTV Special Opportunities I, L.P.

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY

SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PTV Evergreen Fund, L.P.

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY, SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pinto Technology Ventures GP II, L.P.

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY, SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PTV GP IV, L.P.

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY, SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PTV GP SO I, L.P.

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY, SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PTV GP Evergreen, L.P.

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY, SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pinto TV GP CO LLC

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY, SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PTV GP III Management, LLC

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY, SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PTV IV, L.P.

(Last) (First) (Middle)

3600 N CAPITAL OF TEXAS HWY, SUITE B180

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

Explanation of Responses:

1. Represents in-kind distribution by PTV Evergreen Fund, L.P. to its partners (including PTV GP Evergreen, L.P.) without consideration.

2. 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. Accordingly, PTV GP EG and PTV GPM may be deemed to have voting and investment control over the shares owned by 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. Each of PTV GP EG and PTV GPM disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

3. These securities are owned by PTV GP EG. PTV GPM is the sole general partner of PTV GP EG. Accordingly, PTV GPM may be deemed to have voting and investment control over the shares owned by PTV GP 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 GP EG. PTV GPM disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

4. Represents in-kind distribution by PTV GP EG to its partners without consideration.

5. 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. . Accordingly, PTV GP II and PTV GPC may be deemed to have voting and investment control over the shares owned by 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. Each of PTV GP II and PTV GPC disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

6. 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. Accordingly, PTV GP IV and PTV GPM may be deemed to have voting and investment control over the shares owned by 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 its pecuniary interest therein. Each of PTV GP IV and PTV GPM disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

7. 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. Accordingly, PTV GP SO and PTV GPM may be deemed to have voting and investment control over the shares owned by 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 its pecuniary interest therein. Each of PTV GP SO and PTV GPM disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

Remarks:

Matthew S. Crawford and Rick D. Anderson are both directors of the Issuer and accordingly file separate Section 16 reports.

	PTV Sciences II, L.P., By: Pinto Technology Ventures GP II, L.P., its general partner, By: Pinto TV GP Company LLC, its general partner, By: /s/ Matthew S. Crawford, Its: Manager	11/30/2017
	PTV IV, L.P., By: PTV GP IV, L.P., its general partner, By: PTV GP III Management, LLC, its general partner, By: /s/ Matthew S. Crawford, Its: Manager	11/30/2017
	PTV Special Opportunities I, L.P., By: PTV GP SO I, L.P., its general partner, By: PTV GP III Management, LLC, its general partner, By: /s/ Matthew S. Crawford, Its: Manager	11/30/2017
	PTV Evergreen Fund, L.P., By: PTV GP Evergreen, L.P., its general partner, By: PTV GP III Management, LLC, its general partner, By: /s/ Matthew S. Crawford, Its: Manager	11/30/2017
	Pinto Technology Ventures GP II, L.P., By: Pinto TV GP Company LLC, its general partner, By: /s/ Matthew S. Crawford, Its: Manager	11/30/2017
	PTV GP IV, L.P., By: PTV GP III Management, LLC, its general partner, By: /s/ Matthew S. Crawford, Its: Manager	11/30/2017
	PTV GP SO I, L.P., By: PTV GP III Management, LLC, its general partner, By: /s/ Matthew S. Crawford, Its: Manager	11/30/2017
	PTV GP Evergreen, L.P., By: PTV GP III Management, LLC, its general partner, By: /s/ Matthew S. Crawford, Its: Manager	11/30/2017
	Pinto TV GP Company LLC, By: /s/ Matthew S. Crawford, Its: Manager	11/30/2017
	PTV GP III Management, LLC, By: /s/ Matthew S. Crawford, Its: Manager	11/30/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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