Sec Form 4 Filing - McKhann Chas @ Apollo Endosurgery, Inc. - 2021-03-10

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 McKhann Chas 2. Issuer Name and Ticker or Trading Symbol Apollo Endosurgery, Inc. [ APEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1120 S. CAPITAL OF TEXAS HIGHWAY, BUILDING ONE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2021 (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 03/10/2021( 1 ) A 707,278 A $ 0 707,278 D

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 Option (Right to Buy) $ 5.95 03/10/2021( 2 ) A 848,733 ( 2 ) 03/10/2031 Common Stock 848,733 $ 5.95 848,733 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McKhann Chas 1120 S. CAPITAL OF TEXAS HIGHWAY BUILDING ONE, SUITE 300 AUSTIN, TX78746 X President and CEO Signatures /s/ Brian Szymczak - Attorney-in-Fact 03/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the grant of Restricted Stock Units ("RSU"). Each RSU provides the Reporting Person with a contingent right to receive one share of the Issuer's common stock. One quarter of the RSU grant will vest upon the achievement of revenue for the trailing for the trailing four quarters equal to each of $50 million, $65 million, $80 million and $95 million, subject to the Reporting Person providing continuous service to the Issuer through each such date. Accelerated vesting may occur in the event of a Change in Control, as that term is defined in the Apollo Endosurgery, Inc. 2017 Equity Incentive Plan. The RSU grant, which was granted outside of the 2017 Equity Incentive Plan, was approved by the Issuer's Board of Directors and issued pursuant to the "inducement" grant exception under Listing Rule 5635(c)(4) of the Nasdaq Stock Market LLC. The RSU grant will be governed by the terms of the 2017 Equity Incentive Plan. ( 2 )The shares underlying the option will vest over a period of four years, with 25% of the shares vesting on the first anniversary of the grant date and the remainder will vest in equal monthly installments over the following three years, subject to the Reporting Person providing continuous service to the Issuer through each such date. Accelerated vesting may occur in the event of a Change in Control, as that term is defined in the Apollo Endosurgery, Inc. 2017 Equity Incentive Plan. The option, which was granted outside of the 2017 Equity Incentive Plan, was approved by the Issuer's Board of Directors and issued pursuant to the "inducement" grant exception under Listing Rule 5635(c)(4) of the Nasdaq Stock Market LLC. The option will be governed by the terms of the 2017 Equity Incentive Plan.

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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