0001251769-19-000072.txt : 20190814 0001251769-19-000072.hdr.sgml : 20190814 20190814203643 ACCESSION NUMBER: 0001251769-19-000072 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190812 FILED AS OF DATE: 20190814 DATE AS OF CHANGE: 20190814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McGaughy R Kent Jr CENTRAL INDEX KEY: 0001402856 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35706 FILM NUMBER: 191028223 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 250 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 4 1 wf-form4_156582938729360.xml FORM 4 X0306 4 2019-08-12 0 0001251769 Apollo Endosurgery, Inc. APEN 0001402856 McGaughy R Kent Jr C/O CPMG, INC. 2000 MCKINNEY, SUITE 2125 DALLAS TX 75201 1 0 1 0 6.0% Convertible Debentures due 2024 3.25 2019-08-12 4 P 0 462500 462500 A 2019-08-12 2024-08-12 Common Sock 142308.0 462500 I By Curlew Fund, LP 6.0% Convertible Debentures due 2024 3.25 2019-08-12 4 P 0 1850000 1850000 A 2019-08-12 2024-08-12 Common Sock 569231.0 1850000 I By Killdeer Fund, LP 6.0% Convertible Debentures due 2024 3.25 2019-08-12 4 P 0 4625000 4625000 A 2019-08-12 2024-08-12 Common Sock 1423077.0 4625000 I By Roadrunner Fund, LP 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. CPMG, Inc. and the Managing Directors of CPMG, Inc. have shared voting and investment control over the securities owned by each Curlew Fund, LP, Killdeer Fund, LP, and Roadrunner Fund, LP (each, a "Fund"). The Reporting Person is a Managing Director of each Fund. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ Brian Szymczak - Attorney-in-Fact 2019-08-14