0001251769-23-000029.txt : 20230404 0001251769-23-000029.hdr.sgml : 20230404 20230404195625 ACCESSION NUMBER: 0001251769-23-000029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230404 FILED AS OF DATE: 20230404 DATE AS OF CHANGE: 20230404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bankes Jeannette CENTRAL INDEX KEY: 0001920839 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35706 FILM NUMBER: 23800650 MAIL ADDRESS: STREET 1: 1120 S. CAPITAL OF TEXAS HIGHWAY STREET 2: BUILDING 1, SUITE #300 CITY: AUSTIN STATE: TX ZIP: 78746 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Endosurgery, Inc. CENTRAL INDEX KEY: 0001251769 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 161630142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1120 SOUTH CAPITAL OF TX HWY STREET 2: BUILDING 1 SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-279-5100 MAIL ADDRESS: STREET 1: 1120 SOUTH CAPITAL OF TX HWY STREET 2: BUILDING 1 SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78746 FORMER COMPANY: FORMER CONFORMED NAME: LPATH, INC DATE OF NAME CHANGE: 20060316 FORMER COMPANY: FORMER CONFORMED NAME: LPATH INC DATE OF NAME CHANGE: 20051202 FORMER COMPANY: FORMER CONFORMED NAME: NEIGHBORHOOD CONNECTIONS INC DATE OF NAME CHANGE: 20040323 4 1 wf-form4_168065257439626.xml FORM 4 X0407 4 2023-04-04 1 0001251769 Apollo Endosurgery, Inc. APEN 0001920839 Bankes Jeannette 1120 S CAPITAL OF TEXAS HWY BLDG 1 SUITE 300 AUSTIN TX 78746 1 0 0 0 0 Common Stock 2023-04-04 4 D 0 17641 D 0 D Stock Option (Right to Buy) 5.3 2023-04-04 4 D 0 9533 D 2032-04-01 Common Stock 9533.0 0 D Stock Option (Right to Buy) 3.95 2023-04-04 4 D 0 19333 D 2032-06-14 Common Stock 19333.0 0 D Pursuant to 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 the Issuer and Merger Sub on April 4, 2023 (the "Merger") at the effective time of the Merger (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 right to receive $10.00 in cash, without interest (the "Merger Consideration"), less applicable taxes and authorized deductions [footnote continues in footnote 2 below] and (2) the aggregate number of shares of Issuer common stock, par value $0.001 per share ("Issuer Common Stock") underlying such Issuer RSU, less applicable taxes and authorized deductions. 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. /s/ Brian Szymczak - Attorney-in-Fact 2023-04-04