0000905148-19-000826.txt : 20190822 0000905148-19-000826.hdr.sgml : 20190822 20190822161656 ACCESSION NUMBER: 0000905148-19-000826 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190812 FILED AS OF DATE: 20190822 DATE AS OF CHANGE: 20190822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CPMG Inc CENTRAL INDEX KEY: 0001372218 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35706 FILM NUMBER: 191046274 BUSINESS ADDRESS: STREET 1: 2000 MCKINNEY STREET 2: SUITE 2125 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-871-6816 MAIL ADDRESS: STREET 1: 2000 MCKINNEY STREET 2: SUITE 2125 CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Endosurgery, Inc. CENTRAL INDEX KEY: 0001251769 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 161630142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1120 SOUTH CAPITAL OF TX HWY STREET 2: BUILDING 1 SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-279-5100 MAIL ADDRESS: STREET 1: 1120 SOUTH CAPITAL OF TX HWY STREET 2: BUILDING 1 SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78746 FORMER COMPANY: FORMER CONFORMED NAME: LPATH, INC DATE OF NAME CHANGE: 20060316 FORMER COMPANY: FORMER CONFORMED NAME: LPATH INC DATE OF NAME CHANGE: 20051202 FORMER COMPANY: FORMER CONFORMED NAME: NEIGHBORHOOD CONNECTIONS INC DATE OF NAME CHANGE: 20040323 3 1 form3.xml X0206 3 2019-08-12 0 0001251769 Apollo Endosurgery, Inc. APEN 0001372218 CPMG Inc 2000 MCKINNEY AVE., STE 2125 DALLAS TX 75201 true Common Stock 45594 I By Crested Crane, LP Common Stock 293309 I By Curlew Fund, LP Common Stock 63671 I By Kestrel Fund, LP Common Stock 400675 I By Mallard Fund, LP Common Stock 469100 I By Roadrunner Fund, LP 6.0% Convertible Debentures due 2024 3.25 2019-08-12 2024-08-12 Common Sock 142308 I By Curlew Fund, LP 6.0% Convertible Debentures due 2024 3.25 2019-08-12 2024-08-12 Common Sock 569231 I By Killdeer Fund, LP 6.0% Convertible Debentures due 2024 3.25 2019-08-12 2024-08-12 Common Sock 1423077 I By Roadrunner Fund, LP The Reporting Person 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 Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Pursuant to a securities purchase agreement (the "Purchase Agreement"), dated as of August 7, 2019, the Issuer issued and sold $20.0 million aggregate principal amount of 6.0% Convertible Debentures (the "Notes") to certain purchasers. The Notes are initially convertible into shares of the Issuer's common stock, par value $0.001 per share, subject to certain adjustments. Interest on the Notes is payable semi-annually in shares of the Issuer's common stock on January 1 and July 1 of each year, beginning on January 1, 2020, at a rate of 6.00% per year and based on the average volume-weighted average price, or VWAP, of the Issuer's common stock for the 10 consecutive trading days immediately preceding the applicable interest payment date. However, interest will be paid in-kind on such interest payments dates if (i) the average VWAP of the Issuer's common stock for the 10 consecutive trading days immediately preceding such interest payment date is less than $2.50 per share, or (ii) the Issuer fails to satisfy certain common stock delivery obligations upon conversion of the Notes. /s/ John Bateman, Chief Operating Officer of CPMG, Inc. 2019-08-22