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*
ELLIOTT ASSOCIATES, L.P.

(Last) (First) (Middle)
712 FIFTH AVE

(Street)
NEW YORK NY 10019

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2009
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 07/27/2009 S 11,295 D $4.95 2,521,769 I See (1)
Common Stock 07/27/2009 S 2,200 D $4.955 2,519,569 I See (1)
Common Stock 07/27/2009 S 11,360 D $4.96 2,508,209 I See (1)
Common Stock 07/27/2009 S 2,280 D $4.965 2,505,929 I See (1)
Common Stock 07/27/2009 S 1,360 D $4.97 2,504,569 I See (1)
Common Stock 07/27/2009 S 2,360 D $4.98 2,502,209 I See (1)
Common Stock 07/27/2009 S 1,040 D $4.99 2,501,169 I See (1)
Common Stock 07/27/2009 S 5,160 D $4.995 2,496,009 I See (1)
Common Stock 07/27/2009 S 920 D $5 2,495,089 I See (1)
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. Elliott Associates, L.P ("Elliott"). indirectly owns the 2,495,089 shares of Common Stock of Endologix, Inc. (the "Company") reported on this Form 4 through its subsidiary, The Liverpool Limited Partnership, a Bermuda limited partnership.
Remarks:
On July 27, 2009, Elliott sold an aggregate of 37,975 shares of Common Stock of Endologix, Inc. (the "Company") as reported on this Form 4. Elliott does not currently have any plans to sell any additional shares of Common Stock of the Company, but reserves the right to do so as market conditions or other circumstances change.
Elliot Greenberg, VP of Braxton Associates, Inc., as GP of Elliott Capital Advisors, L.P., as GP of Elliott Associates, L.P. 07/29/2009
** 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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