0001179110-16-033593.txt : 20161229 0001179110-16-033593.hdr.sgml : 20161229 20161229214937 ACCESSION NUMBER: 0001179110-16-033593 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161229 FILED AS OF DATE: 20161229 DATE AS OF CHANGE: 20161229 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LPATH, INC CENTRAL INDEX KEY: 0001251769 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] 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: 20051202 FORMER COMPANY: FORMER CONFORMED NAME: NEIGHBORHOOD CONNECTIONS INC DATE OF NAME CHANGE: 20040323 FORMER COMPANY: FORMER CONFORMED NAME: JCG INC DATE OF NAME CHANGE: 20030702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Newton Todd CENTRAL INDEX KEY: 0001460878 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35706 FILM NUMBER: 162076230 MAIL ADDRESS: STREET 1: 7000 WEST WILLIAM CANNON STREET 2: BUILDING ONE CITY: AUSTIN STATE: TX ZIP: 78735 4 1 edgar.xml FORM 4 - X0306 4 2016-12-29 0 0001251769 LPATH, INC APEN 0001460878 Newton Todd C/O APOLLO ENDOSURGERY, INC. 1120 S. CAP OF TX HWY, BLDG. 1, STE 300 AUSTIN TX 78746 1 1 0 0 Chief Executive Officer Common Stock 2016-12-29 4 J 0 28645 A 28645 D Stock Options 3.36 2016-12-29 4 J 0 261587 A 2024-07-07 Common Stock 261587 261587 D Stock Options 3.36 2016-12-29 4 J 0 112109 A 2024-07-07 Common Stock 112109 112109 D Shares of common stock of the corporation then known as Apollo Endosurgery, Inc. ("Old Apollo") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of September 8, 2016, by and among the Issuer, Merger Sub, Inc. and Old Apollo (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of common stock was converted into 0.3163 shares of the Issuer's common stock. Following the merger, the Issuer effected a reverse stock split at a ratio of one new share for every five and one half shares of common stock outstanding. On July 8, 2014, Reporting Person was granted an option to purchase 4,548,243 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.19 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 261,587 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued employment, one quarter of the option vested and became exercisable on July 8, 2015 with the remainder vesting quarterly thereafter through 2018. Upon a change of control of the Issuer, 50% of any unvested portion of the option will become fully vested and exercisable, and if, after the occurrence of a change of control the employment of Reporting Person is either terminated by the Issuer without cause or by Reporting Person for good reason, 100% of any unvested portion of the option will become fully vested and exercisable. On July 8, 2014, Reporting Person was granted an option to purchase 1,949,247 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.19 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 112,109 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued employment, 100% of the option will vest and become exercisable upon Old Apollo's achievement of certain global revenue and EBITDA targets for calendar years 2016 and 2017. Upon a change of control of the Issuer, 50% of the any unvested portion of the option will become fully vested and exercisable, and if, after the occurrence of a change in control the employment of Reporting Person is either terminated by the Issuer without cause or by Reporting Person for good reason, 100% of any unvested portion of the option will become fully vested and exercisable. Exhibit Index: Exhibit 24 - 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 2016-12-29