Apollo Endosurgery (APEN) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CPMG Inc

(Last) (First) (Middle)

2000 MCKINNEY AVE., STE 2125

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2019

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	45,594	I	By Crested Crane, LP(1)
Common Stock	293,309	I	By Curlew Fund, LP(1)
Common Stock	63,671	I	By Kestrel Fund, LP(1)
Common Stock	400,675	I	By Mallard Fund, LP(1)
Common Stock	469,100	I	By Roadrunner Fund, LP(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
6.0% Convertible Debentures due 2024(2)(3)	08/12/2019	08/12/2024	Common Sock	142,308	3.25	I	By Curlew Fund, LP(1)
6.0% Convertible Debentures due 2024(2)(3)	08/12/2019	08/12/2024	Common Sock	569,231	3.25	I	By Killdeer Fund, LP(1)
6.0% Convertible Debentures due 2024(2)(3)	08/12/2019	08/12/2024	Common Sock	1,423,077	3.25	I	By Roadrunner Fund, LP(1)

Explanation of Responses:

1. The Reporting Person is the investment manager of each of: Crested Crane, LP; Curlew Fund, LP; Kestrel Fund, LP; Mallard Fund, LP; Roadrunner Fund, LP; and Killdeer Fund, LP. The Reporting Person disclaims beneficial ownership of the shares except to the extent of its 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.

2. Pursuant to a securities purchase agreement (the "Purchase Agreement"), dated as of August 7, 2019, the Issuer issued and sold $20.0 million aggregate principal amount of 6.0% Convertible Debentures (the "Notes") to certain purchasers. The Notes are initially convertible into shares of the Issuer's common stock, par value $0.001 per share, subject to certain adjustments.

3. Interest on the Notes is payable semi-annually in shares of the Issuer's common stock on January 1 and July 1 of each year, beginning on January 1, 2020, at a rate of 6.00% per year and based on the average volume-weighted average price, or VWAP, of the Issuer's common stock for the 10 consecutive trading days immediately preceding the applicable interest payment date. However, interest will be paid in-kind on such interest payments dates if (i) the average VWAP of the Issuer's common stock for the 10 consecutive trading days immediately preceding such interest payment date is less than $2.50 per share, or (ii) the Issuer fails to satisfy certain common stock delivery obligations upon conversion of the Notes.

	/s/ John Bateman, Chief Operating Officer of CPMG, Inc.	08/22/2019
	** 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 5 (b)(v).
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