R. Kent Jr McGaughy - Dec 28, 2022 Form 4 Insider Report for Apollo Endosurgery, Inc. (APEN)

Role
Director, 10%+ Owner
Signature
/s/ R. Kent McGaughy, Jr.
Stock symbol
APEN
Transactions as of
Dec 28, 2022
Transactions value $
$4
Form type
4
Date filed
12/30/2022, 04:25 PM
Previous filing
Dec 7, 2022
Next filing
Mar 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APEN Class A common stock Conversion of derivative security $476K +147K +27.73% $3.25 675K Dec 28, 2022 By Curlew Fund, LP F1, F2, F3, F4
transaction APEN Class A common stock Conversion of derivative security $1.91M +586K +80.94% $3.25 1.31M Dec 28, 2022 By Killdeer Fund, LP F1, F2, F3, F5
transaction APEN Class A common stock Conversion of derivative security $4.76M +1.47M +65.97% $3.25 3.69M Dec 28, 2022 By Roadrunner Fund, LP F1, F2, F3, F6
holding APEN Class A common stock 45.6K Dec 28, 2022 By Crested Crane, LP F1, F2
holding APEN Class A common stock 63.7K Dec 28, 2022 By Kestrel Fund, LP F1, F2
holding APEN Class A common stock 401K Dec 28, 2022 By Mallard Fund, LP F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction APEN 6.0% Convertible Debentures due 2026 Conversion of derivative security -$476K 0 Dec 28, 2022 Common Stock 147K $3.25 By Curlew Fund, LP F1, F2, F3
transaction APEN 6.0% Convertible Debentures due 2026 Conversion of derivative security -$1.91M 0 Dec 28, 2022 Common Stock 586K $3.25 By Killdeer Fund, LP F1, F2, F3
transaction APEN 6.0% Convertible Debentures due 2026 Conversion of derivative security -$4.76M 0 Dec 28, 2022 Common Stock 1.47M $3.25 By Roadrunner Fund, LP F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 CPMG, Inc. is the investment manager of each of: Crested Crane, LP; Curlew Fund, LP; Kestrel Fund, LP; Mallard Fund, LP; Roadrunner Fund, LP; and Killdeer Fund, LP (the "Funds"). Each of the Reporting Person and Antal Desai is a shareholder and managing partner of CPMG, Inc. In such capacities, each of CPMG, Inc., the Reporting Person and Antal Desai may be deemed to share voting and investment power with respect to the shares held directly by the Funds. Each of CPMG, Inc. and Antal Desai reports its and his beneficial ownership of these shares on a separate Form 4.
F2 The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
F3 On December 28, 2022 (the "Forced Conversion Date"), the Issuer notified the holders of its outstanding 6.0% Convertible Debentures due 2026 (the "Debentures") that it elected to cause the eligible portion of the aggregate principal amount of the Debentures outstanding to be converted into shares of the Issuer's common stock at the fixed conversion price of $3.25 per share and to issue shares of the Issuer's common stock to satisfy accrued but unpaid interest on the principal amount to be converted through the Forced Conversion Date.
F4 This amount includes an aggregate 7,082 shares issued by the Issuer to the Curlew Fund, LP since the last Form 4 filed by the Reporting Person on October 19, 2021, including 5,661 shares paid in the semi-annual interest payments in January 2022 and in July 2022, and 1,421 shares paid on accrued but unpaid interest through the Forced Conversion Date, on the Debentures held by the Curlew Fund, LP, which transactions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a).
F5 This amount includes an aggregate 28,322 shares issued by the Issuer to the Killdeer Fund, LP since the last Form 4 filed by the Reporting Person on October 19, 2021, including 22,640 shares paid in the semi-annual interest payments in January 2022 and in July 2022, and 5,682 shares paid on accrued but unpaid interest through the Forced Conversion Date, on the Debentures held by the Killdeer Fund, LP, which transactions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a).
F6 This amount includes an aggregate 70,802 shares issued by the Issuer to the Roadrunner Fund, LP since the last Form 4 filed by the Reporting Person on October 19, 2021, including 56,598 shares paid in the semi-annual interest payments in January 2022 and in July 2022, and 14,204 shares paid on accrued but unpaid interest through the Forced Conversion Date, on the Debentures held by the Roadrunner Fund, LP, which transactions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a).