Sec Form 4 Filing - Anderson Rick D @ LPATH, INC - 2016-12-29

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 Anderson Rick D 2. Issuer Name and Ticker or Trading Symbol LPATH, INC [ APEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3600 N CAPITAL OF TEXAS HWY, SUITE B180 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2016 (Street) AUSTIN, TX78746 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 ) 1,347,565 A 1,347,565 I By PTV IV, L.P. ( 2 ) Common Stock 12/29/2016 J( 1 ) 2,199,186 A 2,199,186 I By PTV Sciences II, L.P. ( 3 ) Common Stock 12/29/2016 J( 1 ) 605,712 A 605,712 I By PTV Special Opportunities I, L.P. ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Anderson Rick D 3600 N CAPITAL OF TEXAS HWY SUITE B180 AUSTIN, TX78746 X 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"). Pursuant 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 PTV IV, L.P. PTV Healthcare Capital has sole voting and investment control over the shares owned by PTV IV, L.P. The Managing Directors of PTV Healthcare Capital have shared voting and investment control over the shares owned by PTV IV, L.P. The Reporting Person is a Managing Director of PTV Healthcare Capital and may be deemed to be the beneficial owner of the securities held by PTV IV, L.P. ( 3 )These securities are held in the name of PTV Sciences II, L.P. PTV Healthcare Capital has sole voting and investment control over the shares owned by PTV Sciences II, L.P. The Managing Directors of PTV Healthcare Capital have shared voting and investment control over the shares owned by PTV Sciences II, L.P. The Reporting Person is a Managing Director of PTV Healthcare Capital and may be deemed to be the beneficial owner of the securities held by PTV Sciences II, L.P. ( 4 )These securities are held in the name of PTV Special Opportunities I, L.P. PTV Healthcare Capital has sole voting and investment control over the shares owned by PTV Special Opportunities I, L.P. The Managing Directors of PTV Healthcare Capital have shared voting and investment control over the shares owned by PTV Special Opportunities I, L.P. The Reporting Person is a Managing Director of PTV Healthcare Capital and may be deemed to be the beneficial owner of the securities held by PTV Special Opportunities I, L.P.

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)

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

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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