SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McClellan William D. Jr.

(Last)

(First)

(Middle)

1120 SOUTH CAPITAL OF TEXAS HIGHWAY

BUILDING ONE, STE 300

(Street)

AUSTIN

78746

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Apollo Endosurgery, Inc. [ APEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/04/2023		D		39,249⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	0	D
Common Stock	04/04/2023		D		2,000⁽¹⁾⁽³⁾	D	⁽¹⁾	0	I	by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.36	04/04/2023		D			1,437	⁽⁴⁾	07/08/2024	Common Stock	1,437	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$6.5	04/04/2023		D			4,844	⁽⁴⁾	05/25/2027	Common Stock	4,844	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$6.58	04/04/2023		D			9,848	⁽⁴⁾	02/28/2028	Common Stock	9,848	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$3.27	04/04/2023		D			16,536	⁽⁴⁾	08/16/2029	Common Stock	16,536	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$2.08	04/04/2023		D			28,446	⁽⁴⁾	05/07/2030	Common Stock	28,446	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$8.86	04/04/2023		D			5,271	⁽⁴⁾	06/17/2031	Common Stock	5,271	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$3.95	04/04/2023		D			19,333	⁽⁴⁾	06/14/2032	Common Stock	19,333	⁽⁴⁾	0	D

Explanation of Responses:

1. Reflects the disposition of the reporting person's 25,025 (directly owned) and 2,000 (indirectly owned) 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.

2. Reflects the disposition of the reporting person's 14,224 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.

3. Includes 2,000 shares of Issuer Common Stock inadvertently omitted from the reporting person's Form 4 filed on August 20, 2019 and the holdings in the reporting person's subsequently filed Form 4s.

4. 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.

Remarks:

	/s/ Brian Szymczak - Attorney-in-Fact	04/04/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Mcclellan William D. Jr.