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* MEELIA RICHARD J (Last) (First) (Middle) 45 COMMONWEALTH AVE, UNIT 4 (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LPATH, 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) 12/29/2016
	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

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	12/29/2016		J(1)		17,501	A	(1)	17,501	I	By Meelia Ventures, LLC(2)

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
Stock Options	$2.09	12/29/2016		J(1)		9,202		(3)	07/29/2022	Common Stock	9,202	(3)	9,202	D
Stock Options	$3.36	12/29/2016		J(1)		5,751		(4)	07/07/2024	Common Stock	5,751	(4)	5,751	D

Explanation of Responses:

1. Shares of common stock of the corporation then known as Apollo Endosurgery, Inc. ("Old Apollo") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of September 8, 2016, by and among the Issuer, Merger Sub, Inc. and Old Apollo (the "Merger Agreement"). PPursuant to the terms of the Merger Agreement, each share of common stock was converted into 0.3163 shares of the Issuer's common stock. Following the merger, the Issuer effected a reverse stock split at a ratio of one new share for every five and one half shares of common stock outstanding.

2. These securities are held in the name of Meelia Ventures, LLC. The Reporting Person has a controlling interest in Meelia Ventures, LLC and may be deemed to be the beneficial owner of the securities held by Meelia Ventures, LLC.

3. On July 30, 2012, Reporting Person was granted an option to purchase 160,000 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.12 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 9,202 shares of the Issuer's common stock at a per share exercise price of $2.09. This option has fully vested.

4. On July 8, 2014, Reporting Person was granted an option to purchase 100,000 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.19 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 5,751 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued service to the Issuer 1/48th of the option will vest and become exercisable on each of the 48 months commencing on September 1, 2013. 100% of any unvested portion of the option will become fully vested and exercisable if, after the occurrence of a liquidation event, as defined in the Issuer's amended and restated certificate of incorporation.

Remarks:

Exhibit Index: Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Person on December 29, 2016)

	/s/ Brian Szymczak - Attorney-in-Fact	12/30/2016
	** 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).
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