Filing Details

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1	NAMES OF REPORTING PERSONS
	CPMG, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			6,077,397 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			6,077,397 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,077,397 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.0% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Stock, $0.001 par value per share (the “Shares”), of Apollo Endosurgery, Inc. (the “Issuer” or the “Company”), whose principal executive offices are located at 1120 South Capital of Texas Highway, Building 1, Suite #300, Austin, Texas 78746.  This Amendment No. 5 amends and supplements the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on January 9, 2017, as amended by Amendment No. 1, filed by the Reporting Persons with the SEC on July 27, 2017, Amendment No. 2, filed by the Reporting Persons with the SEC on August 14, 2019, Amendment No. 3, filed by the Reporting Persons with the SEC on July 22, 2020, and Amendment No. 4, filed by the Reporting Persons with the SEC on September 10, 2020 (as amended, the “Schedule 13D”).

Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings given them in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended by adding the following:

On October 15, 2021, in connection with the closing of an underwritten registered follow-on offering by the Issuer (the “October 2021 Offering”): (i) the Curlew Fund purchased 38,710 Shares at a purchase price of $7.75 per Share, for an aggregate cost of $300,002.50; (ii) the Killdeer Fund purchased 258,064 Shares at a purchase price of $7.75 per Share, for an aggregate cost of $1,999,996.00; and (iii) the Roadrunner Fund purchased 387,097 Shares at a purchase price of $7.75 per Share, for an aggregate cost of $3,000,001.75. The source of funds for the foregoing purchases was working capital of each of these CPMG Funds.

Item 4 of the Schedule 13D is hereby amended by adding the following:

The response to Item 3 of this Amendment No. 5 is incorporated by reference herein.

Item 5(a) – (c) of the Schedule 13D is hereby amended by adding the following:

(A)

45,594 Shares held for the account of Crested Crane;

(B)

521,522 Shares, and approximately 146,577 Shares obtainable upon conversion of $476,375 principal amount of the Convertible Debt, held for the account of Curlew Fund;

(C)

63,671 Shares held for the account of Kestrel Fund;

(D)

400,675 Shares held for the account of Mallard Fund;

The beneficial ownership percentages reported herein were calculated in accordance with Rule 13d-3(d)(1)(i)(D) under the Exchange Act and are based on the sum of (i) 38,284,979 Shares outstanding upon closing of the October 2021 Offering and exercise of the underwriters’ overallotment option in full, as provided by the Issuer, and (ii) approximately 2,198,655 Shares issuable to the Reporting Person upon conversion of the $7,145,625 principal amount of the Convertible Debt.

(b) The Reporting Persons have shared voting power and shared dispositive power with regard to the 6,077,397 Shares reported in this Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 19, 2021

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

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