CPMG Inc - 04 Apr 2023 Form 4 Insider Report for Apollo Endosurgery, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
04 Apr 2023, 20:13:25 UTC
Prior SEC filing
30 Dec 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ John Bateman, Chief Operating Officer of CPMG, Inc.

Key filing fact

CPMG Inc filed Form 4 for Apollo Endosurgery, Inc. on 04 Apr 2023.

Key facts

  • This page summarizes CPMG Inc's Form 4 filing for Apollo Endosurgery, Inc..
  • 6 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 04 Apr 2023, 20:13.

Change

  • Previous filing in this sequence was filed on 30 Dec 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

APEN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-675,181
Change %
-100%
Price
Shares after
0
Date
04 Apr 2023
Ownership
By Curlew Fund, LP
Footnotes
F1, F2, F3
APEN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-1,310,701
Change %
-100%
Price
Shares after
0
Date
04 Apr 2023
Ownership
By Killdeer Fund, LP
Footnotes
F1, F2, F3
APEN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-3,687,781
Change %
-100%
Price
Shares after
0
Date
04 Apr 2023
Ownership
By Roadrunner Fund, LP
Footnotes
F1, F2, F3
APEN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-45,594
Change %
-100%
Price
Shares after
0
Date
04 Apr 2023
Ownership
By Crested Crane, LP
Footnotes
F1, F2, F3
APEN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-63,671
Change %
-100%
Price
Shares after
0
Date
04 Apr 2023
Ownership
By Kestrel Fund, LP
Footnotes
F1, F2, F3
APEN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-400,675
Change %
-100%
Price
Shares after
0
Date
04 Apr 2023
Ownership
By Mallard Fund, LP
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

CPMG Inc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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"). In such capacity, CPMG, Inc. may be deemed to have voting and investment power over the securities held directly by each of the Funds. Kent McGaughy, Jr. and Antal Desai, each of whom is a shareholder and managing partner of CPMG, Inc., may be deemed to share voting and investment power with respect to the shares held directly by the Funds. Kent McGaughy, Jr. reports his beneficial ownership of these shares on a separate Form 4.

Footnote F2

Each of CPMG, Inc. and Mr. Desai (collectively, the "Reporting Persons") disclaims beneficial ownership of the securities reported herein except to the extent of its and his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are 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.

Footnote F3

Reflects the disposition of the Reporting Persons' 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.

SEC remarks

Mr. McGaughy, Jr. serves on the Issuer's Board of Directors (the "Board") as a representative of CPMG, Inc. By virtue of his representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors of the Issuer by deputization of Mr. McGaughy, Jr.

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