Chas McKhann - Apr 4, 2023 Form 4 Insider Report for Apollo Endosurgery, Inc. (APEN)

Role: President and CEO, Director
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: Jun 16, 2022
Next filing: Nov 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	APEN	Common Stock	Disposed to Issuer		-690K	-100%		0	Apr 4, 2023	Direct	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		-849K	-100%		0	Apr 4, 2023	Common Stock	849K	$5.95	Direct	F4
transaction	APEN	Stock Option (Right to Buy)	Disposed to Issuer		-459K	-100%		0	Apr 4, 2023	Common Stock	459K	$3.95	Direct	F4

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

Chas McKhann 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 223,635 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 112,607 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	Reflects the disposition of the reporting person's 353,638 shares of Issuer PSUs upon the consummation of the Merger. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance restricted stock unit award granted under any Issuer Stock Plan that vests based on achievement of any performance condition and the passage of time (each, an "Issuer PSU"), 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 PSU (determined as if all performance conditions in the applicable award agreements relating to such Issuer PSU have been satisfied as of immediately prior to the Effective Time), 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.