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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Mitchell Robert D (Last) (First) (Middle) 11 STUDEBAKER (Street) IRVINE CA 92618 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ENDOLOGIX INC /DE/ [ ELGX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, Global Initiatives
	3. Date of Earliest Transaction (Month/Day/Year) 12/10/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year) 12/14/2010	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/10/2010		J(1)		58,389	A	(1)	408,389	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares of common stock were omitted from Mr. Mitchell's original Form 4. Mr. Mitchell acquired these shares of common stock on December 10, 2010, as closing consideration upon completion of Endologix, Inc.'s acquisition of Nellix, Inc. by merger pursuant to the terms of the Merger Agreement between Endologix, Inc. and Nellix, Inc. The price per share of the shares of common stock issued at the closing of the merger was $4.731, which represented the average per share closing price of common stock for the 30 consecutive trading days ending on the third trading day immediately preceding the date of the first public announcement of the merger. The Merger Agreement further provides that the former stockholders of Nellix, Inc. may receive additional shares of common stock pursuant to the terms and formulas set forth in the Merger Agreement if Endologix, Inc. achieves the OUS Milestone (as defined in the Merger Agreement) and/or the PMA Milestone (as defined in the Merger Agreement).

Remarks:

These shares of common stock were omitted from Mr. Mitchell's original Form 4. Mr. Mitchell acquired these shares of common stock on December 10, 2010, as closing consideration upon completion of Endologix, Inc.'s acquisition of Nellix, Inc. by merger pursuant to the terms of the Merger Agreement between Endologix, Inc. and Nellix, Inc. The price per share of the shares of common stock issued at the closing of the merger was $4.731, which represented the average per share closing price of common stock for the 30 consecutive trading days ending on the third trading day immediately preceding the date of the first public announcement of the merger. The Merger Agreement further provides that the former stockholders of Nellix, Inc. may receive additional shares of common stock pursuant to the terms and formulas set forth in the Merger Agreement if Endologix, Inc. achieves the OUS Milestone (as defined in the Merger Agreement) and/or the PMA Milestone (as defined in the Merger Agreement). Mr. Mitchell's right to receive additional shares of common stock became fixed and irrevocable on December 10, 2010, the effective date of the merger.

	Robert D. Mitchell by Robert J. Krist, Attorney-in-Fact for Reporting Person	01/13/2011
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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