SC 13D/A

0001193125-17-357748.txt : 20171201 0001193125-17-357748.hdr.sgml : 20171201 20171130205602 ACCESSION NUMBER: 0001193125-17-357748 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20171201 DATE AS OF CHANGE: 20171130 GROUP MEMBERS: MATTHEW S. CRAWFORD GROUP MEMBERS: PINTO TECHNOLOGY VENTURES GP II, L.P. GROUP MEMBERS: PINTO TV GP CO LLC GROUP MEMBERS: PTV EVERGREEN FUND, L.P. GROUP MEMBERS: PTV GP EVERGREEN, L.P. GROUP MEMBERS: PTV GP III MANAGEMENT, LLC GROUP MEMBERS: PTV GP IV, L.P. GROUP MEMBERS: PTV GP SO I, L.P. GROUP MEMBERS: PTV IV, L.P. GROUP MEMBERS: PTV SPECIAL OPPORTUNITIES I, L.P. GROUP MEMBERS: RICK D. ANDERSON SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81182 FILM NUMBER: 171232523 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PTV SCIENCES II L P CENTRAL INDEX KEY: 0001364349 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3600 N CAPITAL OF TEXAS HWY STREET 2: SUITE B180 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512 872 4000 MAIL ADDRESS: STREET 1: 3600 N CAPITAL OF TEXAS HWY STREET 2: SUITE B180 CITY: AUSTIN STATE: TX ZIP: 78746 SC 13D/A 1 d501481dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Apollo Endosurgery, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03767D 108

(CUSIP Number)

Matthew Crawford

PTV Healthcare Capital

3600 N. Capital of Texas Hwy, Suite B180

Austin, TX 78746

Telephone: (512) 872-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 15, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1

CUSIP No. 03767D 108


1.	Name of Reporting Persons. PTV Sciences II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 4,152,463 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 4,152,463 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,152,463 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 24.0% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)

This Schedule 13D is filed by PTV Sciences II, L.P. (“PTV II”), PTV IV, L.P. (“PTV IV”), PTV Special Opportunities I, L.P. (“PTV SO”), PTV Evergreen Fund, L.P. (“PTV EG”), Pinto Technology Ventures GP II, L.P. (“PTV GP II”), PTV GP IV, L.P.(“PTV GP IV”), PTV GP SO I, L.P. (“PTV GP SO”), PTV GP Evergreen, L.P. (“PTV GP EG”), Pinto TV GP Company LLC (“PTV GP Management II”), PTV GP III Management, LLC (“PTV GP Management IV”), Matthew S. Crawford (“Crawford”) and Rick D. Anderson (“Anderson,” together with PTV II, PTV IV, PTV SO, PTV EG, PTV GP II, PTV GP IV, PTV GP SO, PTV GP EG, PTV GP Management II, PTV GP Management IV and Crawford, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.

(3)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 2

CUSIP No. 03767D 108


1.	Name of Reporting Persons. PTV IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 4,152,463 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 4,152,463 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,152,463 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 24.0% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.

(3)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 3

CUSIP No. 03767D 108


1.	Name of Reporting Persons. PTV Special Opportunities I, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 4,152,463 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 4,152,463 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,152,463 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 24.0% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.

(3)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 4

CUSIP No. 03767D 108


1.	Name of Reporting Persons. PTV Evergreen Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 0.0% (2)
14.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 5

CUSIP No. 03767D 108


1.	Name of Reporting Persons. Pinto Technology Ventures GP II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 4,152,463 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 4,152,463 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,152,463 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 24.0% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO.

(3)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 6

CUSIP No. 03767D 108


1.	Name of Reporting Persons. PTV GP IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 4,152,463 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 4,152,463 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,152,463 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 24.0% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.

(3)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 7

CUSIP No. 03767D 108


1.	Name of Reporting Persons. PTV GP SO I, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 4,152,463 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 4,152,463 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,152,463 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 24.0% (3)
14.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.

(3)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 8

CUSIP No. 03767D 108


1.	Name of Reporting Persons. PTV GP Evergreen, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 0.0% (2)
14.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 9

CUSIP No. 03767D 108


1.	Name of Reporting Persons. Pinto TV GP Company LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 4,152,463 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 4,152,463 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,152,463 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 24.0% (3)
14.	Type of Reporting Person (See Instructions) OO

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.

(3)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 10

CUSIP No. 03767D 108


1.	Name of Reporting Persons. PTV GP III Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 4,152,463 (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 4,152,463 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,152,463 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 24.0% (3)
14.	Type of Reporting Person (See Instructions) OO

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.

(3)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 11

CUSIP No. 03767D 108


1.	Name of Reporting Persons. Matthew S. Crawford
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 49,677
		8.	Shared Voting Power 4,152,463 (2)
		9.	Sole Dispositive Power 49,677
		10.	Shared Dispositive Power 4,152,463 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,202,140 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 24.3% (3)
14.	Type of Reporting Person (See Instructions) IN

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.

(3)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 12

CUSIP No. 03767D 108


1.	Name of Reporting Persons. Rick D. Anderson
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 49,677
		8.	Shared Voting Power 4,152,463 (2)
		9.	Sole Dispositive Power 49,677
		10.	Shared Dispositive Power 4,152,463 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,202,140 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 24.3% (3)
14.	Type of Reporting Person (See Instructions) IN

(1)	This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.

(3)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

Page 13

Introductory Note:

This Amendment No. 2 to Schedule 13D (“Amendment No. 1”) is being filed as an amendment to the statement on Schedule 13D relating to the common stock, par value $0.001 per share (the “Common Stock”), of Apollo Endosurgery, Inc. (formerly known as Lpath, Inc.), a Delaware corporation (the “Issuer”), as filed with the Securities and Exchange Commission (the “SEC”) on January 9, 2017, as amended on September 25, 2017 (as amended, the “Prior Schedule 13D”).

All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Prior Schedule 13D. The Prior Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Prior Schedule 13D remains in full force and effect.

“Item 3. Source and Amount of Funds or Other Consideration” is hereby amended and supplemented by adding the following paragraph to the end thereof:

“On November 15, 2017, PTV EG distributed 1,266,909 shares of Common Stock in kind, without consideration, to its partners, in connection with which PTV GP EG received 12,669 shares of Common Stock. Immediately upon receipt of such shares, PTV EG distributed all 12,669 shares of Common Stock in kind, without consideration, to its partners, in connection with which each of Crawford and Anderson received 4,223 shares of Common Stock.”

“Item 5. Interest in Securities of the Issuer” is hereby amended and restated as follows:

“The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of November 30, 2017:


Reporting Person	Shares Held Directly		Sole Voting Power		Shared Voting Power (1)		Sole Dispositive Power		Shared Dispositive Power (1)		Beneficial Ownership		Percentage of Class (2)
PTV II		2,199,186		0		4,152,463		0		4,152,463		4,152,463		24.0	%
PTV IV		1,347,565		0		4,152,463		0		4,152,463		4,152,463		24.0	%
PTV SO		605,712		0		4,152,463		0		4,152,463		4,152,463		24.0	%
PTV EG		0		0		0		0		0		0		0.0	%
PTV GP II		0		0		4,152,463		0		4,152,463		4,152,463		24.0	%
PTV GP IV		0		0		4,152,463		0		4,152,463		4,152,463		24.0	%
PTV GP SO		0		0		4,152,463		0		4,152,463		4,152,463		24.0	%
PTV GP EG		0		0		0		0		0		0		0.0	%
PTV GP Management II		0		0		4,152,463		0		4,152,463		4,152,463		24.0	%
PTV GP Management IV		0		0		4,152,463		0		4,152,463		4,152,463		24.0	%
Crawford		49,677		49,677		4,152,463		49,677		4,152,463		4,202,140		24.3	%
Anderson		49,677		49,677		4,152,463		49,677		4,152,463		4,202,140		24.3	%

(1)	Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO.

Page 14

PTV GP Management II is the sole general partner of PTV GP II, which is the sole general partner of PTV II. PTV GP Management II and PTV GP II own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV II.

PTV GP Management IV is (i) the sole general partner of PTV GP IV, which is the sole general partner of PTV IV, (ii) the sole general partner of PTV GP SO, which is the sole general partner of PTV SO, and (iii) the sole general partner of PTV GP EG, which is the sole general partner of PTV EG. PTV GP Management IV and PTV GP IV own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV IV. PTV GP Management IV and PTV GP SO own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV SO. PTV GP Management IV and PTV GP EG own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV EG.

Crawford and Anderson are managers of PTV GP Management II and PTV GP Management IV. Accordingly, Crawford and Anderson may be deemed to share power to vote and dispose of the shares held by PTV II, PTV IV and PTV SO (collectively, the “PTV Funds”).

(2)	This percentage is calculated based upon an estimated 17,290,347 shares of the Issuer’s common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

The information provided in Item 3 is hereby incorporated by reference.”

Item 7.

Material to Be Filed as Exhibits

A.	Agreement regarding filing of joint Schedule 13D.

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 30, 2017


PTV SCIENCES II, L.P.

By:		Pinto Technology Ventures GP II, L.P.
Its:		General Partner

By:		Pinto TV GP Company LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV IV, L.P.

By:		PTV GP IV, L.P.
Its:		General Partner

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV SPECIAL OPPORTUNITIES I, L.P.

By:		PTV GP SO I, L.P.
Its:		General Partner

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV EVERGREEN FUND, L.P.

By:		PTV GP Evergreen, L.P.
Its:		General Partner

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

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PINTO TECHNOLOGY VENTURES GP II, L.P.

By:		Pinto TV GP Company LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV GP IV, L.P.

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV GP SO I, L.P.

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV GP EVERGREEN, L.P.

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PINTO TV GP COMPANY LLC

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV GP III MANAGEMENT, LLC

By:		/s/ Matthew S. Crawford
Its:		Manager

/s/ Matthew S. Crawford
MATTHEW S. CRAWFORD

Page 17

/s/ Rick D. Anderson

RICK D. ANDERSON

Page 18

Exhibit Index

A.	Agreement regarding filing of joint Schedule 13D.

Page 19

EX-99.A 2 d501481dex99a.htm EX-99.A EX-99.A

Exhibit A

Joint Filing Statement

I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the beneficial ownership by the undersigned of the equity securities of Apollo Endosurgery, Inc. is filed on behalf of each of the undersigned.

Date: November 30, 2017


PTV SCIENCES II, L.P.

By:		Pinto Technology Ventures GP II, L.P.
Its:		General Partner

By:		Pinto TV GP Company LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV IV, L.P.

By:		PTV GP IV, L.P.
Its:		General Partner

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV SPECIAL OPPORTUNITIES I, L.P.

By:		PTV GP SO I, L.P.
Its:		General Partner

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV EVERGREEN FUND, L.P.

By:		PTV GP Evergreen, L.P.
Its:		General Partner

By:		PTV GP III Management, LLC
Its:		General Partner


By:		/s/ Matthew S. Crawford
Its:		Manager

PINTO TECHNOLOGY VENTURES GP II, L.P.

By:		Pinto TV GP Company LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV GP IV, L.P.

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV GP SO I, L.P.

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV GP EVERGREEN, L.P.

By:		PTV GP III Management, LLC
Its:		General Partner

By:		/s/ Matthew S. Crawford
Its:		Manager

PINTO TV GP COMPANY LLC

By:		/s/ Matthew S. Crawford
Its:		Manager

PTV GP III MANAGEMENT, LLC

By:		/s/ Matthew S. Crawford
Its:		Manager

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/s/ Matthew S. Crawford

MATTHEW S. CRAWFORD

/s/ Rick D. Anderson

RICK D. ANDERSON

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