0001179110-16-033594.txt : 20161229 0001179110-16-033594.hdr.sgml : 20161229 20161229215309 ACCESSION NUMBER: 0001179110-16-033594 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: McWilliams Dennis L. CENTRAL INDEX KEY: 0001688532 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35706 FILM NUMBER: 162076233 MAIL ADDRESS: STREET 1: C/O APOLLO ENDOSURGERY, INC., 1120 S. STREET 2: CAPITAL OF TEXAS HWY, BLDG. 1, SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78746 4 1 edgar.xml FORM 4 - X0306 4 2016-12-29 0 0001251769 LPATH, INC APEN 0001688532 McWilliams Dennis L. C/O APOLLO ENDOSURGERY, INC. 1120 S. CAP OF TX HWY, BLDG. 1, STE 300 AUSTIN TX 78746 0 1 0 0 President, CCO Common Stock 2016-12-29 4 J 0 33647 A 33647 D Stock Options 1.76 2016-12-29 4 J 0 28757 A 2017-09-17 Common Stock 28757 28757 D Stock Options 2.09 2016-12-29 4 J 0 109851 A 2022-04-26 Common Stock 109851 109851 D Stock Options 3.36 2016-12-29 4 J 0 54808 A 2024-07-29 Common Sock 54808 54808 D Stock Options 3.36 2016-12-29 4 J 0 27404 A 2024-07-29 Common Stock 27404 27404 D Stock Options 1.76 2016-12-29 4 J 0 28757 A 2026-03-02 Common Stock 28757 28757 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 September 18, 2007, Reporting Person was granted an option to purchase 500,000 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.10 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 28,757 shares of the Issuer's common stock at a per share exercise price of $1.76. The option has fully vested. On April 27, 2012, Reporting Person was granted an option to purchase 1,910,000 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.12 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 109,851 shares of the Issuer's common stock at a per share exercise price of $2.09. The option has fully vested. On July 30, 2014, Reporting Person was granted an option to purchase 952,965 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 54,808 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued employment, 1/48th of the option will vest and become exercisable on each of the 48 months commencing on February 1, 2014. Upon a change of control of the Issuer, 100% of any unvested portion of the option will become fully vested and exercisable. On July 30, 2014, Reporting Person was granted an option to purchase 476,483 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 27,404 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 the Issuer's achievement of certain revenue milestones. Upon a change of control of the Issuer, 100% of any unvested portion of the option will become fully vested and exercisable. On March 3, 2016, Reporting Person was granted an option to purchase 500,000 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.10 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 28,757 shares of the Issuer's common stock at a per share exercise price of $1.76. Subject to Reporting Person's continued employment, 100% of the option will vest and become exercisable upon achievement of certain revenue targets. Upon a change of control of the Issuer, 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