Crawford Matthew S Form 4 Apollo Endosurgery / Matthew S Crawford 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^*

Crawford Matthew S

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

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2020

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	05/26/2020		J(1)		1,341,222	D	(1)	857,964	I	By PTV Sciences II, L.P.(2)(3)
Common Stock	05/26/2020		J(1)		245,444	A	(1)	245,444	I	By Pinto Technology Ventures GP II, L.P.(3)(4)
Common Stock	05/26/2020		J(5)		245,444	D	(5)	0	I	By Pinto Technology Ventures GP II, L.P.(3)(4)
Common Stock	05/26/2020		J(5)		74,218	A	(5)	127,933	D
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)
Common Stock								363,500	I	By Longchamp Interests LLC(8)

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. Represents in-kind distribution by PTV Sciences II, L.P. to its partners (including Pinto Technology Ventures GP II, L.P.) without consideration.

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 GP II.

5. Represents in-kind distribution by PTV GP II to its partners without consideration.

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. 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.

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. 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.

8. These securities are owned by Longchamp Interests LLC ("Longchamp"). Matthew S. Crawford acts as the sole managing member of Longchamp and is deemed to possess the power to vote and dispose of the shares held by Longchamp.

Remarks:

	/s/ Matthew S. Crawford	06/17/2020
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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