Filing Details

Accession Number:
0001193125-17-357748
Form Type:
13D Filing
Publication Date:
2017-11-30 20:56:02
Filed By:
Ptv Sciences Ii L P
Company:
Apollo Endosurgery Inc. (NASDAQ:APEN)
Filing Date:
2017-12-01
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
PTV Sciences II 0 4,152,463 0 4,152,463 4,152,463 24.0%
PTV IV 0 4,152,463 0 4,152,463 4,152,463 24.0%
PTV Special Opportunities I 0 4,152,463 0 4,152,463 4,152,463 24.0%
PTV Evergreen Fund 0 0 0 0 0 0.0%
Pinto Technology Ventures GP II 0 4,152,463 0 4,152,463 4,152,463 24.0%
PTV GP IV 0 4,152,463 0 4,152,463 4,152,463 24.0%
PTV GP SO I 0 4,152,463 0 4,152,463 4,152,463 24.0%
PTV GP Evergreen 0 0 0 0 0 0.0%
Pinto TV GP Company 0 4,152,463 0 4,152,463 4,152,463 24.0%
PTV GP III Management 0 4,152,463 0 4,152,463 4,152,463 24.0%
Matthew S. Crawford 49,677 4,152,463 49,677 4,152,463 4,202,140 24.3%
Rick D. Anderson 49,677 4,152,463 49,677 4,152,463 4,202,140 24.3%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

Apollo Endosurgery, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03767D 108

(CUSIP Number)

Matthew Crawford

PTV Healthcare Capital

3600 N. Capital of Texas Hwy, Suite B180

Austin, TX 78746

Telephone: (512) 872-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 15, 2017

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

Page 1


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

PTV Sciences II, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

4,152,463 (2)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

4,152,463 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,152,463 (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

24.0% (3)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) This Schedule 13D is filed by PTV Sciences II, L.P. (PTV II), PTV IV, L.P. (PTV IV), PTV Special Opportunities I, L.P. (PTV SO), PTV Evergreen Fund, L.P. (PTV EG), Pinto Technology Ventures GP II, L.P. (PTV GP II), PTV GP IV, L.P.(PTV GP IV), PTV GP SO I, L.P. (PTV GP SO), PTV GP Evergreen, L.P. (PTV GP EG), Pinto TV GP Company LLC (PTV GP Management II), PTV GP III Management, LLC (PTV GP Management IV), Matthew S. Crawford (Crawford) and Rick D. Anderson (Anderson, together with PTV II, PTV IV, PTV SO, PTV EG, PTV GP II, PTV GP IV, PTV GP SO, PTV GP EG, PTV GP Management II, PTV GP Management IV and Crawford, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.
(3) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 2


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

PTV IV, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

4,152,463 (2)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

4,152,463 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,152,463 (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

24.0% (3)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.
(3) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 3


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

PTV Special Opportunities I, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

4,152,463 (2)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

4,152,463 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,152,463 (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

24.0% (3)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.
(3) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 4


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

PTV Evergreen Fund, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0% (2)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 5


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

Pinto Technology Ventures GP II, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

4,152,463 (2)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

4,152,463 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,152,463 (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

24.0% (3)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO.
(3) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 6


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

PTV GP IV, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

4,152,463 (2)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

4,152,463 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,152,463 (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

24.0% (3)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.
(3) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 7


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

PTV GP SO I, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

4,152,463 (2)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

4,152,463 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,152,463 (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

24.0% (3)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.
(3) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 8


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

PTV GP Evergreen, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0% (2)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 9


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

Pinto TV GP Company LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

4,152,463 (2)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

4,152,463 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,152,463 (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

24.0% (3)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.
(3) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 10


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

PTV GP III Management, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

4,152,463 (2)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

4,152,463 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,152,463 (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

24.0% (3)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.
(3) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 11


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

Matthew S. Crawford

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

PF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

49,677

     8.   

Shared Voting Power

 

4,152,463 (2)

     9.   

Sole Dispositive Power

 

49,677

   10.   

Shared Dispositive Power

 

4,152,463 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,202,140 (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

24.3% (3)

14.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.
(3) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

Page 12


CUSIP No. 03767D 108

 

  1.   

Name of Reporting Persons.

 

Rick D. Anderson

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☒ (1)

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (See Instructions)

 

PF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power

 

49,677

     8.   

Shared Voting Power

 

4,152,463 (2)

     9.   

Sole Dispositive Power

 

49,677

   10.   

Shared Dispositive Power

 

4,152,463 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,202,140 (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11)

 

24.3% (3)

14.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) This Schedule 13D is filed by the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO. See Item 5 for discussion of voting and dispositive power over shares held by PTV II, PTV IV, PTV SO and PTV EG.
(3) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

 

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Introductory Note:

This Amendment No. 2 to Schedule 13D (Amendment No. 1) is being filed as an amendment to the statement on Schedule 13D relating to the common stock, par value $0.001 per share (the Common Stock), of Apollo Endosurgery, Inc. (formerly known as Lpath, Inc.), a Delaware corporation (the Issuer), as filed with the Securities and Exchange Commission (the SEC) on January 9, 2017, as amended on September 25, 2017 (as amended, the Prior Schedule 13D).

All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Prior Schedule 13D. The Prior Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Prior Schedule 13D remains in full force and effect.

Item 3. Source and Amount of Funds or Other Consideration is hereby amended and supplemented by adding the following paragraph to the end thereof:

On November 15, 2017, PTV EG distributed 1,266,909 shares of Common Stock in kind, without consideration, to its partners, in connection with which PTV GP EG received 12,669 shares of Common Stock. Immediately upon receipt of such shares, PTV EG distributed all 12,669 shares of Common Stock in kind, without consideration, to its partners, in connection with which each of Crawford and Anderson received 4,223 shares of Common Stock.

Item 5. Interest in Securities of the Issuer is hereby amended and restated as follows:

The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of November 30, 2017:

 

Reporting Person

   Shares Held
Directly
     Sole Voting
Power
     Shared
Voting
Power (1)
     Sole
Dispositive
Power
     Shared
Dispositive
Power (1)
     Beneficial
Ownership
     Percentage
of Class (2)
 

PTV II

     2,199,186        0        4,152,463        0        4,152,463        4,152,463        24.0

PTV IV

     1,347,565        0        4,152,463        0        4,152,463        4,152,463        24.0

PTV SO

     605,712        0        4,152,463        0        4,152,463        4,152,463        24.0

PTV EG

     0        0        0        0        0        0        0.0

PTV GP II

     0        0        4,152,463        0        4,152,463        4,152,463        24.0

PTV GP IV

     0        0        4,152,463        0        4,152,463        4,152,463        24.0

PTV GP SO

     0        0        4,152,463        0        4,152,463        4,152,463        24.0

PTV GP EG

     0        0        0        0        0        0        0.0

PTV GP Management II

     0        0        4,152,463        0        4,152,463        4,152,463        24.0

PTV GP Management IV

     0        0        4,152,463        0        4,152,463        4,152,463        24.0

Crawford

     49,677        49,677        4,152,463        49,677        4,152,463        4,202,140        24.3

Anderson

     49,677        49,677        4,152,463        49,677        4,152,463        4,202,140        24.3

 

(1) Includes 2,199,186 shares of Common Stock held by PTV II, 1,347,565 shares of Common Stock held by PTV IV and 605,712 shares held by PTV SO.

 

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PTV GP Management II is the sole general partner of PTV GP II, which is the sole general partner of PTV II. PTV GP Management II and PTV GP II own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV II.

PTV GP Management IV is (i) the sole general partner of PTV GP IV, which is the sole general partner of PTV IV, (ii) the sole general partner of PTV GP SO, which is the sole general partner of PTV SO, and (iii) the sole general partner of PTV GP EG, which is the sole general partner of PTV EG. PTV GP Management IV and PTV GP IV own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV IV. PTV GP Management IV and PTV GP SO own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV SO. PTV GP Management IV and PTV GP EG own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV EG.

Crawford and Anderson are managers of PTV GP Management II and PTV GP Management IV. Accordingly, Crawford and Anderson may be deemed to share power to vote and dispose of the shares held by PTV II, PTV IV and PTV SO (collectively, the PTV Funds).

(2) This percentage is calculated based upon an estimated 17,290,347 shares of the Issuers common stock outstanding as of October 20, 2017, as reported by the Issuer in the Form 10-Q filed with the SEC on October 26, 2017.

The information provided in Item 3 is hereby incorporated by reference.

 

Item 7. Material to Be Filed as Exhibits

 

A. Agreement regarding filing of joint Schedule 13D.

 

Page 15


Signatures

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.

Date: November 30, 2017

 

PTV SCIENCES II, L.P.
By:   Pinto Technology Ventures GP II, L.P.
Its:   General Partner
By:   Pinto TV GP Company LLC
Its:   General Partner
By:  

/s/ Matthew S. Crawford

Its:   Manager
PTV IV, L.P.
By:   PTV GP IV, L.P.
Its:   General Partner
By:   PTV GP III Management, LLC
Its:   General Partner
By:  

/s/ Matthew S. Crawford

Its:   Manager
PTV SPECIAL OPPORTUNITIES I, L.P.
By:   PTV GP SO I, L.P.
Its:   General Partner
By:   PTV GP III Management, LLC
Its:   General Partner
By:  

/s/ Matthew S. Crawford

Its:   Manager
PTV EVERGREEN FUND, L.P.
By:   PTV GP Evergreen, L.P.
Its:   General Partner
By:   PTV GP III Management, LLC
Its:   General Partner
By:  

/s/ Matthew S. Crawford

Its:   Manager

 

Page 16


PINTO TECHNOLOGY VENTURES GP II, L.P.
By:   Pinto TV GP Company LLC
Its:   General Partner
By:  

/s/ Matthew S. Crawford

Its:   Manager
PTV GP IV, L.P.
By:   PTV GP III Management, LLC
Its:   General Partner
By:  

/s/ Matthew S. Crawford

Its:   Manager
PTV GP SO I, L.P.
By:   PTV GP III Management, LLC
Its:   General Partner
By:  

/s/ Matthew S. Crawford

Its:   Manager
PTV GP EVERGREEN, L.P.
By:   PTV GP III Management, LLC
Its:   General Partner
By:  

/s/ Matthew S. Crawford

Its:   Manager
PINTO TV GP COMPANY LLC
By:  

/s/ Matthew S. Crawford

Its:   Manager
PTV GP III MANAGEMENT, LLC
By:  

/s/ Matthew S. Crawford

Its:   Manager

/s/ Matthew S. Crawford

MATTHEW S. CRAWFORD

 

Page 17


/s/ Rick D. Anderson

RICK D. ANDERSON

 

Page 18


Exhibit Index

 

A. Agreement regarding filing of joint Schedule 13D.

 

Page 19