SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gagnon Neil

(Last)

(First)

(Middle)

1370 AVENUE OF THE AMERICAS

24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2020

3. Issuer Name and Ticker or Trading Symbol
Apollo Endosurgery, Inc. [ APEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share	342,729⁽¹⁾	D
Common Stock, $0.001 par value per share	1,191,106	I	As Managing Member of General Partner of Gagnon Investment Associates
Common Stock, $0.001 par value per share	51,334	I	As Managing Member of General Partner of Darwin Partnership
Common Stock, $0.001 par value per share	82,405	I	As Limited Partner of the Family Partnership
Common Stock, $0.001 par value per share	12,168	I	As Trustee of Gagnon Securities LLC Profit Sharing Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Pre-funded warrants	⁽²⁾	⁽²⁾	Common Stock, $0.001 par value per share	128,740	$0.001	I	As Managing Member of General Partner of Gagnon Investment Associates
6.0% Convertible Debentures due 2024	⁽³⁾	⁽³⁾	Common Stock, $0.001 par value per share	925,000	⁽³⁾	D
6.0% Convertible Debentures due 2024	⁽³⁾	⁽³⁾	Common Stock, $0.001 par value per share	277,500	⁽³⁾	I	As Limited Partner of the Family Partnership

Explanation of Responses:

1. Neil Gagnon serves as the Chief Executive Officer of Gagnon Advisors, LLC and is the managing member and principal owner of Gagnon Securities LLC, each of which provide investment management services to investment vehicles and managed accounts (collectively, the "Accounts"), and as such, has investment discretion with respect to the Accounts. Mr. Gagnon's interest in the securities reported herein is limited to the extent of his pecuniary interest in each of the Accounts, if any.

2. These warrants are currently exercisable and do not have an expiration date. In the event of a fundamental transaction, any unexercised portion of each warrant will be automatically net exercised in full immediately prior to the closing of such a fundamental transaction, without giving effect to any election of exercise restrictions described above following which each warrant will immediately terminate.

3. The 6.0% Convertible Debentures due 2024 (the "Debentures") will mature on August 12, 2024 unless earlier converted or repurchased in accordance with their terms. The Debentures are convertible, at the option of the holders, into shares of common stock at an initial conversion price of $3.25 per share, subject to adjustment. If the VWAP of the Issuer's common stock has been at least $9.75 (subject to adjustment) for at least 20 trading days during any 30 consecutive trading day period, the Issuer may force the conversion of all or any part of the outstanding principal amount of the Debentures, accrued and unpaid interest and any other amounts then owing, subject to certain conditions.

	/s/ Neil Gagnon	10/13/2020
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.