Sec Form 4 Filing - CPMG Inc @ Apollo Endosurgery, Inc. - 2022-12-28

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 CPMG Inc 2. Issuer Name and Ticker or Trading Symbol Apollo Endosurgery, Inc. [ APEN] 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) 4215 WEST LOVERS LN., STE 100 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2022 (Street) DALLAS, TX75209 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 Class A common stock 12/28/2022 C( 3 ) 146,577 A $ 3.25 675,181( 4 ) I( 1 )( 2 ) By Curlew Fund, LP( 1 )( 2 ) Class A common stock 12/28/2022 C( 3 ) 586,308 A $ 3.25 1,310,701( 5 ) I( 1 )( 2 ) By Killdeer Fund, LP( 1 )( 2 ) Class A common stock 12/28/2022 C( 3 ) 1,465,770 A $ 3.25 3,687,781( 6 ) I( 1 )( 2 ) By Roadrunner Fund, LP( 1 )( 2 ) Class A common stock 45,594 I( 1 )( 2 ) By Crested Crane, LP( 1 )( 2 ) Class A common stock 63,671 I( 1 )( 2 ) By Kestrel Fund, LP( 1 )( 2 ) Class A common stock 400,675 I( 1 )( 2 ) By Mallard Fund, LP( 1 )( 2 )

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 6.0% Convertible Debentures due 2026 $ 3.25 12/28/2022 C( 3 ) 08/12/2019 08/12/2026 Common Stock 146,577 $ 0 0 I( 1 )( 2 ) By Curlew Fund, LP( 1 )( 2 ) 6.0% Convertible Debentures due 2026 $ 3.25 12/28/2022 C( 3 ) 08/12/2019 08/12/2026 Common Stock 586,308 $ 0 0 I( 1 )( 2 ) By Killdeer Fund, LP( 1 )( 2 ) 6.0% Convertible Debentures due 2026 $ 3.25 12/28/2022 C( 3 ) 08/12/2019 08/12/2026 Common Stock 1,465,770 $ 0 0 I( 1 )( 2 ) By Roadrunner Fund, LP( 1 )( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CPMG Inc 4215 WEST LOVERS LN., STE 100 DALLAS, TX75209 X Desai Antal Rohit 4215 WEST LOVERS LN., STE 100 DALLAS, TX75209 X Signatures /s/ John Bateman, Chief Operating Officer of CPMG, Inc. 12/30/2022 Signature of Reporting Person Date /s/ Antal Rohit Desai 12/30/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )On December 28, 2022 (the "Forced Conversion Date"), the Issuer notified the holders of its outstanding 6.0% Convertible Debentures due 2026 (the "Debentures") that it elected to cause the eligible portion of the aggregate principal amount of the Debentures outstanding to be converted into shares of the Issuer's common stock at the fixed conversion price of $3.25 per share and to issue shares of the Issuer's common stock to satisfy accrued but unpaid interest on the principal amount to be converted through the Forced Conversion Date. ( 4 )This amount includes an aggregate 7,082 shares issued by the Issuer to the Curlew Fund, LP since the last Form 4 filed by the Reporting Person on October 19, 2021, including 5,661 shares paid in the semi-annual interest payments in January 2022 and in July 2022, and 1,421 shares paid on accrued but unpaid interest through the Forced Conversion Date, on the Debentures held by the Curlew Fund, LP, which transactions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a). ( 5 )This amount includes an aggregate 28,322 shares issued by the Issuer to the Killdeer Fund, LP since the last Form 4 filed by the Reporting Person on October 19, 2021, including 22,640 shares paid in the semi-annual interest payments in January 2022 and in July 2022, and 5,682 shares paid on accrued but unpaid interest through the Forced Conversion Date, on the Debentures held by the Killdeer Fund, LP, which transactions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a). ( 6 )This amount includes an aggregate 70,802 shares issued by the Issuer to the Roadrunner Fund, LP since the last Form 4 filed by the Reporting Person on October 19, 2021, including 56,598 shares paid in the semi-annual interest payments in January 2022 and in July 2022, and 14,204 shares paid on accrued but unpaid interest through the Forced Conversion Date, on the Debentures held by the Roadrunner Fund, LP, which transactions were exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more th an one reporting person, see Instruction 4(b)(v).

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