13D Filing: PTV Sciences II LP and Apollo Endosurgery Inc. (APEN)

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Item 3. Source and Amount of Funds or Other Consideration

Immediately prior to the effectiveness of the Merger,
PTV II, PTV IV and PTV SO (collectively, the PTV Funds) held 38,237,371, 23,430,184 and 10,531,550 shares of common stock of Original Apollo (the Original Apollo Shares), which shares were acquired (a) through conversion
of Original Apollo preferred stock, conversion of Original Apollo unsecured subordinated convertible promissory notes and net exercise of warrants to acquire Original Apollo stock immediately prior to the Merger and (b) by the purchase of
Original Apollo common stock by PTV IV on December 29, 2016. The aggregate purchase prices paid by PTV II, PTV IV and PTV SO, respectively, in connection with the original acquisition of such Original Apollo securities were $26,635,176.20,
$28,288.791.63 and $10,358,767.61.

Pursuant to the Merger Agreement, the Merger Sub merged with and into Original Apollo, with Original Apollo continuing
after the merger as the surviving corporation and a wholly-owned subsidiary of the Issuer. In connection with the Merger, each of the Original Apollo Shares was cancelled and extinguished and converted into the right to receive shares of Common
Stock of the Issuer. Following a 1-for-5.5 reverse split of the Issuers Common Stock effected immediately following consummation of the Merger, PTV II held 2,199,186 shares of Common Stock, PTV IV held 1,347,565 shares of Common Stock and
PTV SO held 605,712 shares of Common Stock.

On July 25, 2017, PTV EG, Crawford and Anderson purchased 1,090,909 shares of Common Stock, 45,454
shares of Common Stock and 45,454 shares of Common Stock, respectively, at a price of $5.50 per share in connection with the underwritten public offering of 5,689,090 shares of the Issuers Common Stock (the Offering).

On September 5, 2017, PTV EG purchased 41,000 shares of Common Stock at a price of $4.04 per share. On September 12, 2017, PTV EG purchased 135,000
shares of Common Stock at a price of $3.85 per share. Each of the September 2017 purchases was effected as an open market transaction on the NASDAQ National Market.

The source of such funds used by PTV II, PTV IV, PTV SO and PTV EG (collectively, the PTV Funds) was capital contributions by the partners of the
respective PTV Funds. The source of funds used by Crawford and Anderson was personal funds.

Item 4. Purpose of Transaction

The Common Stock of the Issuer acquired by the PTV Funds were acquired solely
for investment purposes. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the
Issuers business, prospects and financial condition, the market for the Issuers securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons ownership of the Issuers securities,
other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their
securities of the Issuer at any time. Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide.

Each of Crawford and Anderson is a member of the Board of Directors of the Issuer and is also a manager of PTV GP Management II and PTV GP Management IV.
Furthermore, Anderson serves as a member of the nominating and governance committee of the Issuers Board of Directors, in which role Anderson is expected to be involved from time to time in the evaluation of the capabilities of existing
directors of the Issuer and the recommendation to the Board of candidates for service as additional or replacement directors of the Issuer.

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