Crawford Matthew S Form 4 Apollo Endosurgery / Rick D Anderson 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^*

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)
07/25/2017

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	07/25/2017		P		1,090,909	A	$5.5	5,243,372(1)(2)	D(3)

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^*

Anderson Rick D

(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^*

Crawford Matthew S

(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)

Explanation of Responses:

1. These securities are held directly by PTV Evergreen Fund, LP. PTV Healthcare Capital has sole voting and investment control over the shares owned by PTV Evergreen Fund, LP. The Managing Directors of PTV Healthcare Capital have shared voting and investment control over the shares owned by PTV Evergreen Fund, LP.

2. Includes (i) 1,347,565 shares of common stock held by PTV IV, L.P., (ii) 605,712 shares of common stock held by PTV Special Opportunities I, L.P., (iii) 2,199,186 shares of common stock held by PTV Sciences II, L.P., and (iv) 1,090,909 shares held by PTV Evergreen Fund LP. PTV Healthcare Capital has sole voting and investment control over the shares owned by PTV IV, L.P., PTV Special Opportunities I, L.P., PTV Sciences II, L.P., and PTV Evergreen Fund, LP.

3. Matthew Crawford and Rick Anderson, both directors of the Issuer, are Managing Partner and Managing Director, respectively, of PTV Healthcare Capital and may be deemed to be the beneficial owner of the securities held by PTV IV, L.P., PTV Sciences II, L.P., PTV Special Opportunities I, L.P., and PTV Evergreen Fund, LP. Messrs. Crawford and Anderson are both directors of the Issuer and, accordingly, file separate Section 16 reports.

Remarks:

Exhibit Index: Exhibit 24.1 - Power of Attorney dated July 26, 2017 Exhibit 24.2 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Person on December 29, 2016)

	/s/ Brian Szymczak - Attorney-in-Fact	07/26/2017
	/s/ Brian Szymczak - Attorney-in-Fact	07/26/2017
	/s/ Brian Szymczak - Attorney-in-Fact	07/26/2017
	/s/ Brian Szymczak - Attorney-in-Fact	07/26/2017
	/s/ Brian Szymczak - Attorney-in-Fact	07/26/2017
	/s/ Brian Szymczak - Attorney-in-Fact	07/26/2017
	** Signature of Reporting Person	Date
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