Sec Form 4 Filing - ARMISTICE CAPITAL, LLC @ ReShape Lifesciences Inc. - 2019-09-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ARMISTICE CAPITAL, LLC 2. Issuer Name and Ticker or Trading Symbol ReShape Lifesciences Inc. [ RSLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 510 MADISON AVENUE, 7TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2019 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/23/2019 X 6,700,000 A $ 0.02 ( 2 ) 21,200,000 D ( 1 ) Common Stock 09/23/2019 X 0 A $ 0 21,200,000 I See Footnote 1

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Warrants ( 3 ) 09/23/2019 X( 2 ) 315,000,000 06/18/2019( 4 )( 5 ) ( 4 )( 5 ) COMMON STOCK 315,000,000 ( 2 ) 0 D ( 1 ) Series B Warrants ( 3 ) 09/23/2019 X( 2 ) 0 06/18/2019( 4 )( 5 ) ( 4 )( 5 ) COMMON STOCK 315,000,000 ( 2 ) 0 I See Footnote 1 Series F Prefunded Warrants ( 6 ) 09/23/2019 J( 2 ) 308,300,000 09/23/2019( 7 )( 8 ) ( 7 )( 8 ) COMMON STOCK 308,300,000 ( 2 ) 308,300,000 D ( 1 ) Series F Prefunded Warrants ( 6 ) 09/23/2019 J( 2 ) 0 09/23/2019( 7 )( 8 ) ( 7 )( 8 ) COMMON STOCK 308,300,000 ( 2 ) 308,300,000 I See Footnote 1 Series E Warrants ( 9 ) 09/23/2019 J( 2 ) 315,000,000 09/23/2019( 10 ) ( 10 ) COMMON STOCK 315,000,000 ( 2 ) 315,000,000 D ( 1 ) Series E Warrants ( 9 ) 09/23/2019 J( 2 ) 0 09/23/2019( 10 ) ( 10 ) COMMON STOCK 315,000,000 ( 2 ) 315,000,000 I See Footnote 1 Series A Warrants ( 11 ) 06/18/2019( 12 ) ( 12 ) COMMON STOCK 315,000,000 315,000,000 D ( 1 ) Series A Warrants ( 11 ) 06/18/2019( 12 ) ( 12 ) COMMON STOCK 315,000,000 315,000,000 I See Footnote 1 Series C Prefunded Warrants ( 13 ) 06/18/2019( 14 ) ( 14 ) COMMON STOCK 302,000,000 302,000,000 D ( 1 ) Series C Prefunded Warrants ( 13 ) 06/18/2019( 14 ) ( 14 ) COMMON STOCK 302,000,000 302,000,000 I See Footnote 1

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY10022 X Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN, E9KY1-1104 X Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY10022 X Signatures Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 09/25/2019 Signature of Reporting Person Date Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director 09/25/2019 Signature of Reporting Person Date /s/ Steven Boyd 09/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"). The reported securities may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 2 )On September 23, 2019, the Issuer and the Master Fund entered into a warrant exercise agreement (the "Warrant Exercise Agreement") pursuant to which the Master Fund exercised all 315,000,000 of its Series B Warrants of the Issuer (collectively, the "Series B Warrants") in exchange for: (i) 6,700,000 shares of the Issuer's common stock (collectively, the "Shares"); and (ii) 308,300,000 Series F Prefunded Warrants of the Issuer (collectively, the "Series F Prefunded Warrants"). Pursuant to the Warrant Exercise Agreement, the Issuer also issued to the Master Fund 315,000,000 Series E Warrants of the Issuer (collectively, the "Series E Warrants") as consideration for the Master Fund's agreement to exercise all of its Series B Warrants. ( 3 )The exercise price for each Series B Warrant is $0.02 per share of Common Stock, subject to adjustment pursuant to the terms of the Series B Warrants. ( 4 )The Series B Warrants are currently exercisable; provided, however, that until the effectuation date of a reverse stock split by the Issuer (the "Reverse Stock Split"), the Issuer is not required to issue upon exercise of the Series B Warrants a number of Shares that, when aggregated with any other Shares issued: (i) pursuant to the Warrant Exercise Agreement and the securities purchase agreement entered into the between the Issuer and the Master Fund on June 13, 2019 (the "Securities Purchase Agreement"); (ii) upon prior exercise of the warrants issued pursuant to the Warrant Exercise Agreement or the Securities Purchase Agreement; and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Shares pursuant to the Securities Purchase Agreement or the Warrant Exercise Agreement, would exceed 231,430,682, subject to adjustment pursuant to the terms of the Warrant Exercise Agreement. ( 5 )(continued from Footnote 4) The Series B Warrants have a term of one year following the effectuation of the Reverse Stock Split. ( 6 )The exercise price of each Series F Prefunded Warrant is $0.001 per Share, subject to adjustment pursuant to the terms of the Series F Prefunded Warrants. ( 7 )The Series F Prefunded Warrants have a perpetual term and are currently exercisable; provided, however, that until the effectuation date of the Reverse Stock Split, the Issuer is not required to issue upon exercise of the Series F Prefunded Warrants a number of Shares that, when aggregated with any other Shares issued: (i) pursuant to the Warrant Exercise Agreement and the Securities Purchase Agreement; (ii) upon prior exercise of the warrants issued pursuant to the Warrant Exercise Agreement or the Securities Purchase Agreement; and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Shares pursuant to the Securities Purchase Agreement or the Warrant Exercise Agreement, ( 8 )(continued from Footnote 7) would exceed 231,430,682, subject to adjustment pursuant to the terms of the Warrant Exercise Agreement. After the effectuation of the Reverse Stock Split, the Series F Prefunded Warrants will not be subject to any beneficial ownership limitation and therefore may be exercised, in whole or in part, at any time. ( 9 )The exercise price of each Series E Warrant is $0.05, subject to adjustment pursuant to the terms of the Series E Warrants. ( 10 )The Series E Warrants are currently exercisable; provided, however, that the Series E Warrants are subject to blocker provision that prevents the Master Fund from exercising the Series E Warrants if it would be more than a 9.99% beneficial owner of the Shares following any such exercise. The term of the Series E Warrants is one year following the effectuation of the Reverse Stock Split. ( 11 )The exercise price for each Series A Warrant is $0.022 per share of Common Stock, subject to adjustment pursuant to the terms of the Series A Warrants. ( 12 )The Series A Warrants are currently exercisable; provided, however, that until the effectuation date of the Reverse Stock Split, the Issuer is not required to issue upon exercise of the Series A Warrants a number of Shares that, when aggregated with any other Shares issued: (i) pursuant to the Warrant Exercise Agreement and the Securities Purchase Agreement; (ii) upon prior exercise of the warrants issued pursuant to the Warrant Exercise Agreement or the Securities Purchase Agreement; and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Shares pursuant to the Securities Purchase Agreement or the Warrant Exercise Agreement, would exceed 231,430,682, subject to adjustment pursuant to the terms of the Warrant Exercise Agreement. The Series A Warrants have a term of five years following the effectuation of the Reverse Stock Split. ( 13 )The exercise price for each Series C Prefunded Warrant is $0.001 per share of Common Stock, subject to adjustment pursuant to the terms of the Series C Prefunded Warrants. ( 14 )The Series C Prefunded Warrants are currently exercisable; provided, however, that until the effectuation date of the Reverse Stock Split, the Issuer is not required to issue upon exercise of the Series C Prefunded Warrants a number of Shares that, when aggregated with any other Shares issued: (i) pursuant to the Warrant Exercise Agreement and the Securities Purchase Agreement; (ii) upon prior exercise of the warrants issued pursuant to the Warrant Exercise Agreement or the Securities Purchase Agreement; and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Shares pursuant to the Securities Purchase Agreement or the Warrant Exercise Agreement, would exceed 231,430,682, subject to adjustment pursuant to the terms of the Warrant Exercise Agreement. The Series C Prefunded Warrants have a perpetual term.

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