Black Jeffrey G. Form 4 Apollo Endosurgery / Jeffrey G. Black 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^*

Black Jeffrey G.

(Last) (First) (Middle)

1120 S. CAPITAL OF TEXAS HIGHWAY

BUILDING ONE, SUITE 300

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

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2021

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	08/11/2021		P		25,000	A	$8.75(1)	25,000	D
Common Stock	08/09/2021(2)		A		120,000	A	$0	145,000	D
Common Stock	08/09/2021(3)		A		80,000	A	$0	225,000	D

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
Stock Option (Right to Buy)	$8.69	08/09/2021(4)		A		150,000		(4)	08/09/2031	Common Stock	150,000	$8.69	150,000	D

Explanation of Responses:

1. Represents weighted average price of shares purchased. Prices ranged between $8.40 - $9.00, inclusive. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchase at each separate price within the range set forth in this footnote.

2. Represents the grant of Restricted Stock Units ("RSU"). Each RSU provides the Reporting Person with a contingent right to receive one share of the Issuer's common stock. One third of the RSU grant will vest upon the achievement of revenue for the trailing four quarters equal to each of $70 million, $90 million and $110 million, subject to the Reporting Person providing continuous service to the Issuer through each such date. Accelerated vesting may occur in the event of a Change in Control, as that term is defined in the Apollo Endosurgery, Inc. 2017 Equity Incentive Plan. The RSU grant will be governed by the terms of the 2017 Equity Incentive Plan.

3. Represents the grant of RSUs. Each RSU provides the Reporting Person with a contingent right to receive one share of the Issuer's common stock. One quarter of the RSU grant will vest on the first anniversary of the effective date (August 3, 2021) and the remainder will vest in equal annual installments over the following three years, subject to the Reporting Person providing continuous service to the Issuer through each such date. Accelerated vesting may occur in the event of a Change in Control, as that term is defined in the Apollo Endosurgery, Inc. 2017 Equity Incentive Plan. The RSU grant will be governed by the terms of the 2017 Equity Incentive Plan.

4. The shares underlying the option shall vest as to 25% on the first anniversary of the effective date (August 3, 2021) and the remainder will vest in equal monthly installments over the following three years, subject to the Reporting Person providing continuous service to the Issuer through each such date. Accelerated vesting may occur in the event of a Change in Control, as that term is defined in the Apollo Endosurgery, Inc. 2017 Equity Incentive Plan.

Remarks:

	/s/ Brian Szymczak - Attorney-in-Fact	08/11/2021
	** 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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