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SCHEDULE 13D
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CUSIP
No.: 03767D108
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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CPMG, INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☑
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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5,138,505 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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5,138,505 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,138,505 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.99% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1. |
This amount includes the approximately 2,028,993 Shares that the Reporting Person has the right to acquire upon conversion of Convertible Debt (as defined in Amendment No. 2), which is subject to the 19.99% Blocker (defined herein).
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2. |
This percentage is based on approximately 25,705,380 Shares outstanding, which is the sum of (i) 23,676,387 Shares outstanding as of July 31, 2020, as reported in the Company’s quarterly report on Form 10-Q filed with the SEC on August 4,
2020, and (ii) the approximately 2,028,993 Shares issuable to the Reporting Persons upon conversion of the Convertible Debt, subject to the 19.99% Blocker (defined herein), which shares have been added to the total Shares outstanding pursuant
to Rule 13d-3(d)(1)(i)(D) under the Exchange Act.
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SCHEDULE 13D
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CUSIP
No.: 03767D108
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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R. KENT MCGAUGHY, JR.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☑
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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5,138,505 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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5,138,505 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,138,505 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.99% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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1. |
This amount includes the approximately 2,028,993 Shares that the Reporting Person has the right to acquire upon conversion of Convertible Debt (as defined in Amendment No. 2), which is subject to the 19.99% Blocker (defined herein).
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2. |
This percentage is based on approximately 25,705,380 Shares outstanding, which is the sum of (i) 23,676,387 Shares outstanding as of July 31, 2020, as reported in the Company’s quarterly report on Form 10-Q filed with the SEC on August 4,
2020, and (ii) the approximately 2,028,993 Shares issuable to the Reporting Persons upon conversion of the Convertible Debt, subject to the 19.99% Blocker (defined herein), which shares have been added to the total Shares outstanding pursuant
to Rule 13d-3(d)(1)(i)(D) under the Exchange Act.
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SCHEDULE 13D
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CUSIP
No.: 03767D108
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Page 4 of 6 Pages
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Item 1. |
Security and Issuer
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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(A) |
45,594 Shares held for the account of Crested Crane;
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(B) |
477,120 Shares, and approximately 135,266 Shares obtainable upon conversion of the Convertible Debt, held for the account of Curlew Fund (This amount excludes
11,311 Shares underlying the Convertible Debt held for the account of Curlew Fund that cannot be acquired by the Reporting Persons at this time due to the 19.99% Blocker);
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SCHEDULE 13D
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CUSIP
No.: 03767D108
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Page 5 of 6 Pages
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(C) |
63,671 Shares held for the account of Kestrel Fund;
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(D) |
400,675 Shares held for the account of Mallard Fund;
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(E) |
1,707,208 Shares, and approximately 1,352,662 Shares obtainable upon conversion of the Convertible Debt held for the account of Roadrunner Fund (This amount excludes 113,108 Shares underlying the Convertible Debt held for the account of
Roadrunner Fund that cannot be acquired by the Reporting Persons at this time due to the 19.99% Blocker); and
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(F) |
415,244 Shares, and approximately 541,065 Shares obtainable upon conversion of the Convertible Debt held for the account of Killdeer Fund (This amount excludes 45,243 Shares underlying the Convertible Debt held for the account of Killdeer
Fund that cannot be acquired by the Reporting Persons at this time due to the 19.99% Blocker).
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Material to be Filed as Exhibits
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Exhibit M |
Convertible Debt Side Letter Agreement, dated September 9, 2020
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SCHEDULE 13D
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CUSIP No.: 03767D108
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Page 6 of 6 Pages
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CPMG, INC. | |||
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By:
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/s/ John Bateman | |
Name: John Bateman | |||
Title: Chief Operating Officer | |||
R. KENT MCGAUGHY, JR. | |||
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/s/ R. Kent McGaughy, Jr. | ||
Name: John Bateman | |||
Title: Chief Operating Officer | |||
Re:
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Securities Purchase Agreement, dated as of August 7, 2019
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Very truly yours, | |||
APOLLO ENDOSURGERY, INC. | |||
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By:
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/s/ Stefanie Cavanaugh | |
Name: Stefanie Cavanaugh | |||
Title: Chief Financial Officer | |||
By: |
/s/ John Bateman
Name: John Bateman Title: COO of its general partner |
By: |
/s/ John Bateman
Name: John Bateman Title: COO of its general partner |
By: |
/s/ John Bateman
Name: John Bateman Title: COO of its general partner |
Holder
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Original Issue Date
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Original Principal Amount
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Curlew Fund, LP
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August 12, 2019
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$462,500
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Killdeer Fund, LP
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August 12, 2019
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$1,850,000
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Roadrunner Fund, LP
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August 12, 2019
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$4,625,000
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