Sec Form 4 Filing - MEELIA RICHARD J @ LPATH, INC - 2016-12-29

Insider filing report for Changes in Beneficial Ownership
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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
MEELIA RICHARD J
2. Issuer Name and Ticker or Trading Symbol
LPATH, INC [ APEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
45 COMMONWEALTH AVE, UNIT 4
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2016
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 12/29/2016 J( 1 ) 17,501 A 17,501 I By Meelia Ventures, LLC ( 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
Stock Options $ 2.09 12/29/2016 J( 1 ) 9,202 ( 3 ) 07/29/2022 Common Stock 9,202 ( 3 ) 9,202 D
Stock Options $ 3.36 12/29/2016 J( 1 ) 5,751 ( 4 ) 07/07/2024 Common Stock 5,751 ( 4 ) 5,751 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MEELIA RICHARD J
45 COMMONWEALTH AVE, UNIT 4
BOSTON, MA02116
X
Signatures
/s/ Brian Szymczak - Attorney-in-Fact 12/30/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock of the corporation then known as Apollo Endosurgery, Inc. ("Old Apollo") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of September 8, 2016, by and among the Issuer, Merger Sub, Inc. and Old Apollo (the "Merger Agreement"). PPursuant to the terms of the Merger Agreement, each share of common stock was converted into 0.3163 shares of the Issuer's common stock. Following the merger, the Issuer effected a reverse stock split at a ratio of one new share for every five and one half shares of common stock outstanding.
( 2 )These securities are held in the name of Meelia Ventures, LLC. The Reporting Person has a controlling interest in Meelia Ventures, LLC and may be deemed to be the beneficial owner of the securities held by Meelia Ventures, LLC.
( 3 )On July 30, 2012, Reporting Person was granted an option to purchase 160,000 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.12 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 9,202 shares of the Issuer's common stock at a per share exercise price of $2.09. This option has fully vested.
( 4 )On July 8, 2014, Reporting Person was granted an option to purchase 100,000 shares of the common stock of Old Apollo under Old Apollo's Equity Incentive Plan at an exercise price of $0.19 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 5,751 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued service to the Issuer 1/48th of the option will vest and become exercisable on each of the 48 months commencing on September 1, 2013. 100% of any unvested portion of the option will become fully vested and exercisable if, after the occurrence of a liquidation event, as defined in the Issuer's amended and restated certificate of incorporation.

Remarks:
Exhibit Index: Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Person on December 29, 2016)

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