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^*

STONEPINE CAPITAL, L.P.

(Last)

(First)

(Middle)

919 NW BOND STREET, SUITE 204

(Street)

BEND

97703

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2019

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)
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	08/12/2019		J⁽¹⁾		1,000,000	D	⁽¹⁾	1,580,518	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)
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)
Warrant	⁽²⁾	08/12/2019		J⁽¹⁾		1		08/12/2019	⁽³⁾	Common Stock	1,000,000⁽⁴⁾	⁽¹⁾	1	D
6.0% Convertible Debenture due 2024	$3.25	08/12/2019		P		$2,775,000		08/12/2019	08/12/2024	Common Stock	853,847⁽⁵⁾	$2,775,000	$2,775,000	D

Explanation of Responses:

1. On August 12, 2019, the Reporting Person entered into a private transaction with the Issuer pursuant to which the Reporting Person exchanged 1,000,000 shares of the issuer's Common stock, par value $0.001 per share (the "Stock"), for a pre-funded warrant (the "Warrant") to purchase 1,000,000 shares of the Stock and purchased from the Issuer a 6.0% Convertible Debenture due 2024 (the "Note").

2. The exercise price of the Warrant, except for a nominal exercise price of $0.001 per share of Stock, was pre-funded on or prior to the initial exercise date by the exchange described in footnote 1.

3. The Warrant terminates if the Issuer enters into certain fundamental transactions.

4. Notwithstanding the number of shares reported in column 7, the Warrant may not be exercised to the extent it would cause the Reporting Person and its affiliates to beneficially own more than 9.99% of the Stock.

5. Notwithstanding the number of shares reported in column 7, the Note may not be converted to the extent it would cause the Reporting Person and its affiliates to beneficially own more than 9.99% of the Stock.

	Stonepine Capital, L.P., by Timothy P. Lynch, Manager of its General Partner	08/13/2019
	** 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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