X0306 4 2019-01-31 1 0001371217 ReShape Lifesciences Inc. RSLS 0001535610 SABBY MANAGEMENT, LLC 10 MOUNTAINVIEW ROAD SUITE 205 UPPER SADDLE RIVER NJ 07458 0 0 1 0 Common Stock 2019-01-31 4 P 0 10301 0.2733 A 1192507 I See Footnotes Common Stock 2019-02-01 4 P 0 1192000 D 507 I See Footnotes Series E Convertible Preferred Stock 2019-02-01 4 J 0 1192000 A 2019-02-01 2039-02-01 Common Stock 1192000 1192000 I See Footnotes This Form 4 is being filed by Sabby Volatility Warrant Master Fund, Ltd. ("SVWMF"), Sabby Management, LLC ("Advisor") and Hal Mintz. Advisor is the investment manager of SVWMF. Mr. Mintz is manager of Advisor. The amounts reported herein reflect the entire amount of the specified Issuer's security held by SVWMF as of each transaction date. Each of Advisor and Mr. Mintz disclaims for purposes of Section 16 of the Securities and Exchange Act of 1934 ("Section 16"), beneficial ownership of such securities, except to the extent of its/his pecuniary interest therein, and this report shall not be deemed as an admission that either Advisor or Mr. Mintz is the beneficial owner of such securities for purposes of Section 16 or otherwise. On January 31, 2019, pursuant to Section 3(a)(9) of the Securities Act of 1933, SVWMF entered into an exchange agreement with the Issuer for the exchange of 1,192,000 shares of common stock for an equal number of shares of Series E Convertible Preferred Stock ("Preferred Stock"). Each share of Preferred Stock is convertible into one share of common stock at the election of SVWMF, provided that the Preferred Stock includes a provision which limits the holder's right to convert shares of Preferred Stock into common stock such that its beneficial ownership may not exceed 9.99% of the Issuer's outstanding common stock. /s/ Robert Grundstein, COO and General Counsel of Sabby Management, LLC 2019-02-04