McGaughy R Kent Jr Form 4 Apollo Endosurgery / R Kent McGaughy Jr 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^*

McGaughy R Kent Jr

(Last) (First) (Middle)

4215 WEST LOVERS LN., STE 100

(Street)

DALLAS TX 75209

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

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2022

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
Class A common stock	12/28/2022		C(3)		146,577	A	$3.25	675,181(4)	I(1)(2)	By Curlew Fund, LP(1)(2)
Class A common stock	12/28/2022		C(3)		586,308	A	$3.25	1,310,701(5)	I(1)(2)	By Killdeer Fund, LP(1)(2)
Class A common stock	12/28/2022		C(3)		1,465,770	A	$3.25	3,687,781(6)	I(1)(2)	By Roadrunner Fund, LP(1)(2)
Class A common stock								45,594	I(1)(2)	By Crested Crane, LP(1)(2)
Class A common stock								63,671	I(1)(2)	By Kestrel Fund, LP(1)(2)
Class A common stock								400,675	I(1)(2)	By Mallard Fund, LP(1)(2)

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
6.0% Convertible Debentures due 2026	$3.25	12/28/2022		C(3)			$476,375	08/12/2019	08/12/2026	Common Stock	146,577	$0	0	I(1)(2)	By Curlew Fund, LP(1)(2)
6.0% Convertible Debentures due 2026	$3.25	12/28/2022		C(3)			$1,905,500	08/12/2019	08/12/2026	Common Stock	586,308	$0	0	I(1)(2)	By Killdeer Fund, LP(1)(2)
6.0% Convertible Debentures due 2026	$3.25	12/28/2022		C(3)			$4,763,750	08/12/2019	08/12/2026	Common Stock	1,465,770	$0	0	I(1)(2)	By Roadrunner Fund, LP(1)(2)

Explanation of Responses:

1. CPMG, Inc. 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 "Funds"). Each of the Reporting Person and Antal Desai is a shareholder and managing partner of CPMG, Inc. In such capacities, each of CPMG, Inc., the Reporting Person and Antal Desai may be deemed to share voting and investment power with respect to the shares held directly by the Funds. Each of CPMG, Inc. and Antal Desai reports its and his beneficial ownership of these shares on a separate Form 4.

2. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

3. On December 28, 2022 (the "Forced Conversion Date"), the Issuer notified the holders of its outstanding 6.0% Convertible Debentures due 2026 (the "Debentures") that it elected to cause the eligible portion of the aggregate principal amount of the Debentures outstanding to be converted into shares of the Issuer's common stock at the fixed conversion price of $3.25 per share and to issue shares of the Issuer's common stock to satisfy accrued but unpaid interest on the principal amount to be converted through the Forced Conversion Date.

4. This amount includes an aggregate 7,082 shares issued by the Issuer to the Curlew Fund, LP since the last Form 4 filed by the Reporting Person on October 19, 2021, including 5,661 shares paid in the semi-annual interest payments in January 2022 and in July 2022, and 1,421 shares paid on accrued but unpaid interest through the Forced Conversion Date, on the Debentures held by the Curlew Fund, LP, which transactions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a).

5. This amount includes an aggregate 28,322 shares issued by the Issuer to the Killdeer Fund, LP since the last Form 4 filed by the Reporting Person on October 19, 2021, including 22,640 shares paid in the semi-annual interest payments in January 2022 and in July 2022, and 5,682 shares paid on accrued but unpaid interest through the Forced Conversion Date, on the Debentures held by the Killdeer Fund, LP, which transactions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a).

6. This amount includes an aggregate 70,802 shares issued by the Issuer to the Roadrunner Fund, LP since the last Form 4 filed by the Reporting Person on October 19, 2021, including 56,598 shares paid in the semi-annual interest payments in January 2022 and in July 2022, and 14,204 shares paid on accrued but unpaid interest through the Forced Conversion Date, on the Debentures held by the Roadrunner Fund, LP, which transactions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a).

	/s/ R. Kent McGaughy, Jr.	12/30/2022
	** Signature of Reporting Person	Date
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