Christopher J. Gostout - Apr 4, 2023 Form 4 Insider Report for Apollo Endosurgery, Inc. (APEN)

Signature
/s/ Brian Szymczak - Attorney-in-Fact
Stock symbol
APEN
Transactions as of
Apr 4, 2023
Transactions value $
$0
Form type
4
Date filed
4/4/2023, 07:55 PM
Previous filing
Feb 28, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APEN Common Stock Disposed to Issuer -90.3K -100% 0 Apr 4, 2023 Direct 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 Stock Option (Right to Buy) Disposed to Issuer -3.45K -100% 0 Apr 4, 2023 Common Stock 3.45K $2.09 Direct F3
transaction APEN Stock Option (Right to Buy) Disposed to Issuer -135K -100% 0 Apr 4, 2023 Common Stock 135K $11.79 Direct F4, F5
transaction APEN Non-Qualified Stock Option (right to buy) Disposed to Issuer -14.1K -100% 0 Apr 4, 2023 Common Sock 14.1K $6.58 Direct F3
transaction APEN Stock Option (Right to Buy) Disposed to Issuer -25.4K -100% 0 Apr 4, 2023 Common Stock 25.4K $3.49 Direct F3
transaction APEN Stock Option (Right to Buy) Disposed to Issuer -51.6K -100% 0 Apr 4, 2023 Common Stock 51.6K $2.08 Direct F3
transaction APEN Stock Option (Right to Buy) Disposed to Issuer -11.9K -100% 0 Apr 4, 2023 Common Stock 11.9K $5.95 Direct F3
transaction APEN Stock Option (Right to Buy) Disposed to Issuer -6.64K -100% 0 Apr 4, 2023 Common Stock 6.64K $5.63 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Christopher J. Gostout is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects the disposition of the reporting person's 59,964 shares of Issuer 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 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.
F2 Reflects the disposition of the reporting person's 30,303 shares of Issuer RSUs upon the consummation of the Merger. Pursuant to the Merger Agreement, at 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 Merger Consideration and (2) the aggregate number of shares of Issuer Common Stock underlying such Issuer RSU, less applicable taxes and authorized deductions.
F3 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") with an exercise price per share that is less than the Merger Consideration, 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.
F4 The reporting person filed a Form 4 on February 17, 2017 that incorrectly listed this Issuer Option as having an exercise price of $11.76. The exercise price of the Issuer Option is $11.79.
F5 Pursuant to the Merger Agreement, at the Effective Time, each Issuer Option, whether vested or unvested, that has an exercise price per share that is greater than the Merger Consideration was canceled without the payment of consideration.