Sec Form 4 Filing - HealthCor Partners Fund II, L.P. @ ReShape Lifesciences Inc. - 2017-12-19

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 HealthCor Partners Fund II, L.P. 2. Issuer Name and Ticker or Trading Symbol ReShape Lifesciences Inc. [ RSLS] 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) 1325 AVENUE OF THE AMERICAS, 27TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2017 (Street) NEW YORK, NY10019 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 Common Stock, par value $0.01 per share 12/19/2017 C 136,580 ( 1 ) A 174,472 D ( 3 )

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 Series C Convertible Preferred Stock, par value $0.01 ( 2 ) 12/19/2017 C 20,487 12/19/2017 ( 4 ) Common Stock 136,580 ( 5 ) 26,200 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HealthCor Partners Fund II, L.P. 1325 AVENUE OF THE AMERICAS, 27TH FLOOR NEW YORK, NY10019 X HealthCor Partners Management LP 1325 AVENUE OF THE AMERICAS, 27TH FLOOR NEW YORK, NY10019 X HealthCor Partners Management GP, LLC 1325 AVENUE OF THE AMERICAS, 27TH FLOOR NEW YORK, NY10019 X HealthCor Partners II, L.P. 1325 AVENUE OF THE AMERICAS, 27TH FLOOR NEW YORK, NY10019 X HealthCor Partners GP, LLC 1325 AVENUE OF THE AMERICAS, 27TH FLOOR NEW YORK, NY10019 X Cohen Arthur Bruce 12 SOUTH MAIN STREET, SUITE #203 NORWALK, CT06854 X Healey Joseph Patrick 1325 AVENUE OF THE AMERICAS, 27TH FLOOR NEW YORK, NY10019 X Lightcap Jeffrey C 1325 AVENUE OF THE AMERICAS, 27TH FLOOR NEW YORK, NY10019 X Signatures HealthCor Partners II, L.P., for itself and as general partner on behalf of HealthCor Partners Fund II, L.P, By: HealthCor Partners GP, LLC, its general partner, By: /s/ Jeffrey C. Lightcap, Managing Member 06/05/2018 Signature of Reporting Person Date HealthCor Partners GP, LLC, By: /s/ Jeffrey C. Lightcap, Managing Member 06/05/2018 Signature of Reporting Person Date HealthCor Partners Management GP, LLC, for itself and as general partner on behalf of HealthCor Partners Management, L.P., By: /s/ Jeffrey C. Lightcap, Managing Member 06/05/2018 Signature of Reporting Person Date /s/ Anabelle P. Gray as attorney-in-fact for Arthur Cohen 06/05/2018 Signature of Reporting Person Date /s/ Anabelle P. Gray as attorney-in-fact for Joseph Patrick Healey 06/05/2018 Signature of Reporting Person Date /s/ Jeffrey C. Lightcap 06/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Share amounts and ratios reflect the 15-for-1 reverse stock split effected June 4, 2018. ( 2 )Automatic conversion of 20,487 shares of Series C Preferred Stock into shares of Common Stock at a conversion ratio of 1:6.6667. ( 3 )HealthCor Partners Fund II, L.P. ("HCPII Fund") is the direct beneficial owner of the securities reported herein. The shares held by HCPII Fund may be deemed to be beneficially owned by HealthCor Partners II, L.P. ("HCP2LP"), its general partner, and by HealthCor Partners GP, LLC ("HCPGP"), the general partner of HCP2LP. HealthCor Partners Management, L.P. ("HPMLP") serves as the investment manager to HCPII Fund, and HealthCor Partners Management GP, LLC ("HCPMGP") serves as the general partner of HPMLP. Jeffrey C. Lightcap, Arthur Cohen and Joseph Healey are managing members of HCPMGP and HCPGP. Each reporting person disclaims beneficial ownership of shares held by HCPII Fund except to the extent of any pecuniary interest therein. ( 4 )N/A ( 5 )Issued as merger consideration.

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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