Sec Form 3 Filing - SABBY MANAGEMENT, LLC @ ReShape Lifesciences Inc. - 2019-01-15

FORM 3 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 SABBY MANAGEMENT, LLC 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) 10 MOUNTAINVIEW ROAD, SUITE 205 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2019 (Street) UPPER SADDLE RIVER, NJ07458 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 1,043,408 I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 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 Pre-Funded Warrant $0.01 Strike ( 1 ) ( 2 ) ( 3 ) $ 0.01 ( 2 ) 11/28/2018( 2 ) 11/28/2028( 2 ) Common Stock ( 2 ) 3,660,000 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) Warrant $1.25 Strike ( 1 ) ( 2 ) ( 3 ) $ 1.25 ( 2 ) 04/03/2018( 2 ) 04/03/2019( 2 ) Common Stock ( 2 ) 16,666 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) Warrant $1.25 Strike ( 1 ) ( 2 ) ( 3 ) $ 1.25 ( 2 ) 06/21/2018( 2 ) 12/21/2023( 2 ) Common Stock ( 2 ) 1,118 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) Warrant $1.25 Strike ( 1 ) ( 2 ) ( 3 ) $ 1.25 ( 2 ) 07/12/2018( 2 ) 01/12/2024( 2 ) Common Stock ( 2 ) 2,956 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) Warrant $1.25 Strike ( 1 ) ( 2 ) ( 3 ) $ 1.25 ( 2 ) 02/03/2019( 2 ) 02/05/2024( 2 ) Common Stock ( 2 ) 3,690 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) Warrant $1.25 Strike ( 1 ) ( 2 ) ( 3 ) $ 1.25 ( 2 ) 09/20/2018( 2 ) 09/20/2023( 2 ) Common Stock ( 2 ) 14,196 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) Warrant $1.25 Strike ( 1 ) ( 2 ) ( 3 ) $ 1.25 ( 2 ) 08/16/2017( 2 ) 08/16/2024( 2 ) Common Stock ( 2 ) 750 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) Warrant $1.25 Strike ( 1 ) ( 2 ) ( 3 ) $ 1.25 ( 2 ) 06/08/2018( 2 ) 12/08/2023( 2 ) Common Stock ( 2 ) 669 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) Warrant $1.50 Strike ( 1 ) ( 2 ) ( 3 ) $ 1.5 ( 2 ) 11/28/2018( 2 ) 11/28/2023( 2 ) Common Stock ( 2 ) 4,000,000 ( 2 ) I ( 1 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SABBY MANAGEMENT, LLC 10 MOUNTAINVIEW ROAD SUITE 205 UPPER SADDLE RIVER, NJ07458 X Signatures /s/ Robert Grundstein, COO and General Counsel of Sabby Management, LLC 01/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is being filed by Sabby Healthcare Master Fund, Ltd. ("SHMF"), Sabby Volatility Warrant Master Fund, Ltd. ("SVWMF"), Sabby Management, LLC ("Advisor") and Hal Mintz. Advisor is the investment manager of SHMF and SVWMF. Mr. Mintz is the manager of Advisor. ( 2 )The exercise of this security into shares is subject to a blocker, and the holder is not allowed to exercise this security into shares if as a result of such exercise the holder (in the aggregate with its affiliates) would own in excess of 4.99% of the outstanding shares (9.99% of the outstanding shares in the case of the Pre-Funded Warrant). As holder (in the aggregate with its affiliates) currently owns more than 9.99% of the outstanding shares, this security is not currently eligible for exercisse into shares. ( 3 )The amount reported herein reflects the entire amount of Issuer's securities held by SHMF and SVWMF as of January 15, 2019. Each of Advisor and Mr. Mintz disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16"), beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that either Advisor or Mr. Mintz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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).

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