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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X

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)
10/30/2020

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	10/30/2020		J(1)		857,964	D	(1)	0	I	By PTV Sciences II, L.P.(2)(3)
Common Stock	10/30/2020		J(1)		857,964	A	(1)	857,964	I	By PTV GP III Management, LLC(4)(5)
Common Stock	10/30/2020		J(6)		857,964	D	(6)	0	I	By PTV GP III Management, LLC(4)(5)
Common Stock	02/24/2021		J(7)		1,347,565	D	(7)	0	I	By PTV IV, L.P.(8)(9)
Common Stock	02/24/2021		J(7)		13,473	A	(7)	13,473	I	PTV GP IV, L.P.(9)(10)
Common Stock	02/24/2021		J(11)		13,473	D	(7)	0	I	PTV GP IV, L.P.(9)(10)
Common Stock	02/24/2021		J(12)		605,712	D	(12)	605,712	I	By PTV Special Opportunities I, L.P.(13)(14)
Common Stock	02/24/2021		J(12)		6,055	A	(12)	6,055	I	PTV GP IV, L.P.(14)(15)
Common Stock	02/24/2021		J(16)		6,055	D	(16)	0	I	PTV GP IV, L.P.(14)(15)

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 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 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^*

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^*

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)

Explanation of Responses:

1. Represents shares transferred by PTV Sciences II, L.P. ("PTV II") to PTV GP III Management, LLC ("PTV GP3M") in satisfaction of $1,501,437 of management fees due to PTV GP3M (as approved by the PTV II advisory board).

2. These securities are owned by PTV Sciences II, L.P. ("PTV II").

3. 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. Matthew S. Crawford is the sole manager of PTV GPC. Accordingly, PTV GP II, PTV GPC and Mr. Crawford may be deemed to have voting and investment control over the shares owned by PTV II and PTV GP II. Mr. Crawford disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

4. These securities are owned by PTV GP3M.

5. Matthew S. Crawford is the sole manager of PTV GP3M. Accordingly, PTV GP3M and Mr. Crawford may be deemed to have voting and investment control over the shares owned by PTV GP3M. Mr. Crawford disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

6. Represents an in-kind distribution by PTV GP3M to its members without consideration.

7. Represents an in-kind distribution by PTV IV, L.P. ("PTV IV") to its partners without consideration.

8. These securities are owned by PTV IV.

9. 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. Matthew S. Crawford is the sole manager of PTV GPM. PTV GP IV, PTV GPM and Mr. Crawford may be deemed to have 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.

10. These securities are owned by PTV GP IV.

11. Represents an in-kind distribution by PTV GP IV to its partners without consideration.

12. Represents an in-kind distribution by PTV Special Opportunities I, L.P. ("PTV SO") to its partners without consideration.

13. These securities are owned by PTV SO.

14. 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. Matthew S. Crawford is the sole manager of PTV GPM. PTV GP SO, PTV GPM and Mr. Crawford may be deemed to have 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.

15. These securities are owned by PTV GP SO.

16. Represents an in-kind distribution by PTV GP SO to its partners without consideration.

Remarks:

Matthew S. Crawford is a director of the Issuer and accordingly files 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	03/09/2020
	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	03/09/2020
	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	03/09/2020
	Pinto Technology Ventures GP II, L.P. By: Pinto TV GP Company LLC, its general partner By: /s/ Matthew S. Crawford Its: Manager	03/09/2020
	PTV GP IV, L.P. By: PTV GP III Management, LLC, its general partner By: /s/ Matthew S. Crawford Its: Manager	03/09/2020
	PTV GP SO I, L.P. By: PTV GP III Management, LLC, its general partner By: /s/ Matthew S. Crawford Its: Manager	03/09/2020
	Pinto TV GP Company LLC By: /s/ Matthew S. Crawford Its: Manager	03/09/2020
	PTV GP III Management, LLC By: /s/ Matthew S. Crawford Its: Manager	03/09/2020
	** 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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