0001251769-23-000023.txt : 20230404
0001251769-23-000023.hdr.sgml : 20230404
20230404195447
ACCESSION NUMBER: 0001251769-23-000023
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230404
FILED AS OF DATE: 20230404
DATE AS OF CHANGE: 20230404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gutteridge Mike
CENTRAL INDEX KEY: 0001913992
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35706
FILM NUMBER: 23800640
MAIL ADDRESS:
STREET 1: 1120 S. CAPITAL OF TEXAS HIGHWAY
STREET 2: BUILDING 1, SUITE #300
CITY: AUSTIN
STATE: TX
ZIP: 78746
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_168065247095761.xml
FORM 4
X0407
4
2023-04-04
1
0001251769
Apollo Endosurgery, Inc.
APEN
0001913992
Gutteridge Mike
1120 SOUTH CAPITAL OF TEXAS HIGHWAY
BUILDING ONE, SUITE 300
AUSTIN
TX
78746
0
1
0
0
VP, Int'l Sales and Marketing
0
Common Stock
2023-04-04
4
D
0
86647
D
0
D
Stock Option (Right to Buy)
6.5
2023-04-04
4
D
0
14000
D
2027-05-25
Common Stock
14000.0
0
D
Stock Option (Right to Buy)
4.37
2023-04-04
4
D
0
25500
D
2027-12-07
Common Stock
25500.0
0
D
Stock Option (Right to Buy)
3.49
2023-04-04
4
D
0
22655
D
2029-05-07
Common Stock
22655.0
0
D
Stock Option (Right to Buy)
2.08
2023-04-04
4
D
0
22171
D
2030-05-07
Common Stock
22171.0
0
D
Stock Option (Right to Buy)
5.95
2023-04-04
4
D
0
14846
D
2031-03-10
Common Stock
14846.0
0
D
Stock Option (Right to Buy)
5.63
2023-04-04
4
D
0
11611
D
2032-02-25
Common Stock
11611.0
0
D
Reflects the disposition of the reporting person's 49,091 shares of Issuer common stock, par value $0.001 per share ("Issuer Common Stock"), upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 29, 2022, among the Issuer, Boston Scientific Corporation ("Parent") and Textile Merger Sub, Inc., an indirect wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger between Issuer and Merger Sub on April 4, 2023 (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer Common Stock, was canceled and converted automatically into the right to receive $10.00 in cash, without interest (the "Merger Consideration"), less applicable taxes and authorized deductions.
Reflects disposition of the reporting person's 37,556 shares of Issuer RSUs upon the consummation of the Merger. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit award granted under any Issuer Stock Plan (each, an "Issuer RSU"), whether vested but unsettled or unvested, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (1) the Merger Consideration and (2) the aggregate number of shares of Issuer Common Stock underlying such Issuer RSU, less applicable taxes and authorized deductions.
Includes 22,838 shares of Issuer Common Stock inadvertently omitted from the reporting person's Form 4 filed on March 1, 2022 and the holdings in the reporting person's subsequently filed Form 4s.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised option to purchase shares of Issuer Common Stock granted under the Issuer's 2006 Stock Option Plan, 2016 Equity Incentive Plan or 2017 Equity Incentive Plan or pursuant to the "inducement" grant exception under Rule 5635(c)(4) of the Nasdaq Listing Rules (collectively, the "Issuer Stock Plans", and each such option, an "Issuer Option"), whether vested or unvested, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (1) the amount by which the Merger Consideration exceeds the exercise price per share applicable to such Issuer Option and (2) the aggregate number of shares of Issuer Common Stock issuable upon exercise of such Issuer Option, less applicable taxes and authorized deductions.
/s/ Brian Szymczak - Attorney-in-Fact
2023-04-04