Apollo Endosurgery (APEN) Form 4 Apollo Endosurgery / Neil Gagnon 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^*

Gagnon Neil

(Last) (First) (Middle)

1370 AVENUE OF THE AMERICAS

24TH FLOOR

(Street)

NEW YORK NY 10019

(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)
05/21/2021

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, $0.001 par value per share	05/21/2021	05/21/2021	J(3)	V	8,045	A	$0.00(3)	410,625	D
Common Stock, $0.001 par value per share	05/21/2021	05/21/2021	J(3)	V	1,609	A	$0.00(3)	84,014	I	By Limited Partner of the Family Partnership
Common Stock, $0.001 par value per share	06/11/2021	06/11/2021	X		128,585	A	$0.001	1,329,354	I	By Managing Member as General Partner of Gagnon Investment Associates(1)
Common Stock, $0.001 par value per share								116,360	I	By Managing Member as General Partner of Darwin Partnership(1)
Common Stock, $0.001 par value per share								26,446	I	By self as Trustee of Gagnon Securities LLC Profit Sharing Plan(1)

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
Pre-funded warrants	$0.001	06/11/2021	06/11/2021	X			128,585	(2)	(2)	Common Stock, $0.001 par value per share	128,585	$0	0	I	As Managing Member of General Partner of Gagnon Investment Associates(1)

Explanation of Responses:

1. Neil Gagnon serves as the Chief Executive Officer of Gagnon Advisors, LLC and is the managing member and principal owner of Gagnon Securities LLC, each of which provide investment management services to investment vehicles and managed accounts (collectively, the "Accounts"), and as such, has investment discretion with respect to the Accounts. Mr. Gagnon's interest in the securities reported herein is limited to the extent of his pecuniary interest in each of the Accounts, if any.

2. These warrants were currently exercisable and did not have an expiration date.

3. The shares of common stock were received as an in-kind quarterly interest payment with respect to the 6.0% Convertible Debentures due 2024 (the "Debentures") held by the Darwin Partnership. The Debentures will mature on August 12, 2024 unless earlier converted or repurchased in accordance with their terms. The Debentures are convertible, at the option of the holders, into shares of common stock at an initial conversion price of $3.25 per share, subject to adjustment. If the VWAP of the Issuer's common stock has been at least $9.75 (subject to adjustment) for at least 20 trading days during any 30 consecutive trading day period, the Issuer may force the conversion of all or any part of the outstanding principal amount of the Debentures, accrued and unpaid interest and any other amounts then owing, subject to certain conditions.

	/s/ Neil Gagnon	06/15/2021
	** 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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