Sec Form 4 Filing - McWilliams Dennis L. @ Apollo Endosurgery, Inc. - 2017-09-15

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 McWilliams Dennis L. 2. Issuer Name and Ticker or Trading Symbol Apollo Endosurgery, Inc. [ APEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CCO (Last) (First) (Middle) C/O APOLLO ENDOSURGERY, INC., 1120 S. CAP OF TX HWY, BLDG. 1, STE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2017 (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 33,647 D ( 1 ) Common Stock 09/15/2017 09/18/2017 X 28,757 A $ 1.76 62,404 D ( 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 Stock Options $ 1.76 09/15 /2017 09/18/2017 X 28,757 ( 2 ) 09/18/2017 Common Stock 28,757 $ 0 0 D Stock Options $ 1.76 ( 2 ) 09/17/2017 Common Stock 28,757 28,757 D Stock Options $ 2.09 ( 3 ) 04/26/2022 Common Stock 109,851 109,851 D Stock Options $ 3.36 ( 4 ) 07/29/2024 Common Sock 54,808 54,808 D Stock Options $ 3.36 ( 5 ) 07/29/2024 Common Stock 27,404 27,404 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McWilliams Dennis L. C/O APOLLO ENDOSURGERY, INC. 1120 S. CAP OF TX HWY, BLDG. 1, STE 300 AUSTIN, TX78746 President, CCO Signatures /s/ Brian Szymczak - Attorney-in-Fact 09/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock of the Issuer set forth herein (the "Common Stock") are subject to a Lock-Up Agreement, dated June 9, 2017, by and between the Reporting Person and the Representatives of the several underwriters (as defined therein) (the "Lock-Up Agreement"), entered into in connection with the Issuer's public offering of shares of its common stock in July 2017. The Common Stock remains subject to the restrictions of the Lock-Up Agreement until October 17, 2017. ( 2 )On September 18, 2007, Reporting Person was granted an option to purchase 500,000 shares of the common stock of the corporation then known as Apollo Endosurgery, Inc., now known as Apollo Endosurgery US, Inc ("Old Apollo") under Old Apollo's Equity Incentive Plan at an exercise price of $0.10 per share. Pursuant 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"), this option was converted into an option to purchase 28,757 shares of the Issuer's common stock at a per share exercise price of $1.76. The option has fully vested. ( 3 )On April 27, 2012, Reporting Person was granted an option to purchase 1,910,000 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 109,851 shares of the Issuer's common stock at a per share exercise price of $2.09. The option has fully vested. ( 4 )On July 30, 2014, Reporting Person was granted an option to purchase 952,965 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 54,808 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued employment, 1/48th of the option will vest and become exercisable on each of the 48 months commencing on February 1, 2014. Upon a change of control of the Issuer, 100% of any unvested portion of the option will become fully vested and exercisable. ( 5 )On July 30, 2014, Reporting Person was granted an option to purchase 476,483 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 27,404 shares of the Issuer's common stock at a per share exercise price of $3.36. Subject to Reporting Person's continued employment, 100% of the option will vest and become exercisable upon the Issuer's achievement of certain revenue milestones. Upon a change of control of the Issuer, 100% of any unvested portion of the option will become fully vested and exercisable.

Remarks: The Reporting Person previously reported a performance-based stock option grant on March 3, 2016 with respect to 28,757 shares of common stock at an exercise price of $1.76 that would vest upon the achievement of certain performance targets not related to the market price of the Issuer's common stock. The targets were not met, and the option grant was cancelled with respect to all shares.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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