R. Kent Jr McGaughy - Apr 4, 2023 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: Apr 4, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/4/2023, 08:15 PM
Previous filing: Mar 7, 2023
Next filing: Jun 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	APEN	Common Stock	Disposed to Issuer		-675K	-100%		0	Apr 4, 2023	By Curlew Fund, LP	F1, F2, F3
transaction	APEN	Common Stock	Disposed to Issuer		-1.31M	-100%		0	Apr 4, 2023	By Killdeer Fund, LP	F1, F2, F3
transaction	APEN	Common Stock	Disposed to Issuer		-3.69M	-100%		0	Apr 4, 2023	By Roadrunner Fund, LP	F1, F2, F3
transaction	APEN	Common Stock	Disposed to Issuer		-45.6K	-100%		0	Apr 4, 2023	By Crested Crane, LP	F1, F2, F3
transaction	APEN	Common Stock	Disposed to Issuer		-63.7K	-100%		0	Apr 4, 2023	By Kestrel Fund, LP	F1, F2, F3
transaction	APEN	Common Stock	Disposed to Issuer		-401K	-100%		0	Apr 4, 2023	By Mallard Fund, LP	F1, F2, F3

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	Stock Option (Right to Buy)	Disposed to Issuer		-38.7K	-100%		0	Apr 4, 2023	Common Stock	38.7K	$3.95	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

R. Kent Jr McGaughy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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	Reflects the disposition of the Reporting Person's indirectly owned shares of the Issuer's common stock, par value $0.001 per share ("Issuer Common Stock"), upon the consummation of the transactions contemplated by 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"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer Common Stock was canceled and converted automatically into the right to receive $10.00 in cash, without interest (the "Merger Consideration"), less applicable taxes and authorized deductions.
F4	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.