Amended Statement of Ownership (sc 13g/a)
04 February 2022 - 8:22AM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 5)*
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Apollo
Endosurgery, Inc.
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(Name
of Issuer)
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Common
Stock, $0.001 par value per share
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(Title
of Class of Securities)
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03767D108
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(CUSIP
Number)
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December
31, 2021
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP
No. 03767D108
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13G
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Page
2 of 8
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1.
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Names
Of Reporting Persons
I.R.S.
Identification No. Of Above Persons (Entities Only)
GAGNON
SECURITIES LLC
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2.
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check
the appropriate box if a group
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(a) o
(b) x
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3.
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sec
use only
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4.
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citizenship
or place of organization
DELAWARE
LIMITED LIABILITY COMPANY
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number
of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole
voting power
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0
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6.
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shared
voting power
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1,652,030
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7.
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sole
dispositive power
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0
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8.
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shared
dispositive power
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1,792,944
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9.
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aggregate
amount beneficially owned by each reporting person
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1,792,944
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent
of class represented by amount in row (9)
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4.5%
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12.
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type
of reporting person (See Instructions)
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IA,
BD
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CUSIP
No. 03767D108
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13G
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Page
3 of 8
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1.
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Names
Of Reporting Persons
GAGNON
ADVISORS, LLC
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2.
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check
the appropriate box if a group
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(a) o
(b) x
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3.
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sec
use only
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4.
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citizenship
or place of organization
DELAWARE
LIMITED LIABILITY COMPANY
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number
of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole
voting power
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0
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6.
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shared
voting power
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1,329,354
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7.
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sole
dispositive power
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0
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8.
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shared
dispositive power
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1,329,354
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9.
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aggregate
amount beneficially owned by each reporting person
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1,329,354
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent
of class represented by amount in row (9)
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3.4%
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12.
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type
of reporting person (See Instructions)
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IA
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CUSIP
No. 03767D108
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13G
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Page
4 of 8
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1.
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Names
Of Reporting Person
NEIL
GAGNON
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2.
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check
the appropriate box if a group
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(a) o
(b) x
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3.
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sec
use only
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4.
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citizenship
or place of organization
USA
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number
of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole
voting power
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167,462
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6.
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shared
voting power
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3,067,805
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7.
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sole
dispositive power
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167,462
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8.
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shared
dispositive power
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3,220,617
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9.
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aggregate
amount beneficially owned by each reporting person
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3,388,079
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent
of class represented by amount in row (9)
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8.6%
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12.
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type
of reporting person (See Instructions)
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IN
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CUSIP
No. 03767D108
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13G
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Page
5 of 8
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(a)
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Name
of Issuer:
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Apollo
Endosurgery, Inc.
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(b)
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Address
of Issuer’s Principal
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1120 S. Capital of Texas Highway
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Executive Offices:
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Building 1, Suite #300
Austin, Texas 78746
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Item
2.
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(a)
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Name
of Person Filing:
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Neil
Gagnon has sole voting and dispositive power over 167,462 shares of the Issuer’s Common Stock, $0.001 par value per share
(the “common stock”). In addition, Mr. Gagnon has shared voting power over 3,067,805 shares of common stock and shared
dispositive power over 3,220,617 shares of common stock.
Mr.
Gagnon is the managing member and principal owner of Gagnon Securities LLC (“GS”), an investment adviser registered
with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations,
partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice. GS and Mr. Gagnon
may be deemed to share voting power with respect to 1,652,030 shares of common stock held in the Accounts and dispositive power
with respect to 1,792,944 shares of common stock held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership
of all securities held in the Accounts.
Mr.
Gagnon is also the Chief Executive Officer of Gagnon Advisors, LLC (“Gagnon Advisors”), an investment adviser registered
with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates,
LLC (“GIA”), a private investment fund, may be deemed to share voting and dispositive power with respect to 1,329,354
shares of common stock held by GIA. Gagnon Advisors and Mr. Gagnon expressly disclaim beneficial ownership of all securities held
by GIA.
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(b)
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Address
of Principal Business Office
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1370
Ave. of the Americas, 24th Floor
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or, if none, Residence:
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New York, NY 10019
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(c)
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Citizenship:
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Gagnon Securities LLC
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Delaware limited liability company
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Gagnon Advisors, LLC
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Delaware limited liability company
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Neil Gagnon
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USA
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(d)
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Title of Class
of Securities:
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Common Stock, $0.001 par value per share
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(e)
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CUSIP Number:
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03767D108
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CUSIP
No. 03767D108
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13G
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Page
6 of 8
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding
company or control person in accordance with § 13d-1(b)(1)(ii)(G);
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(h)
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15U.S.C. 80a-3);
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(j)
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A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
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CUSIP
No. 03767D108
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13G
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Page
7 of 8
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned:
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Gagnon Securities LLC
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1,792,944
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Gagnon Advisors, LLC
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1,329,354
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Neil Gagnon
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3,388,079
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(b)
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Percent
of class:
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Gagnon Securities LLC
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4.5%
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Gagnon Advisors, LLC
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3.4%
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Neil Gagnon
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8.6%
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Beneficial
ownership information is reported as of December 31, 2021. Percentage amounts are based on 39,492,526 shares of common stock outstanding
as of October 29, 2021, as disclosed in the Issuer’s Form 10-Q filed on November 1, 2021.
The foregoing excludes shares of Common Stock issuable upon
exercise of 6.0% Convertible Debentures due 2024 (the “Debentures”), because the Debentures contain a blocker provision
pursuant to which they are convertible only to the extent that the number of shares of common stock issuable, together with the
number of shares of common stock beneficially owned by the holder and its affiliates (excluding shares of common stock underlying
unconverted or unexercised options, warrants or convertible securities, including unconverted Debentures, subject to an analogous
limitation on exercise or conversion), would not exceed 9.99%.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
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Gagnon Securities LLC
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0
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Gagnon Advisors, LLC
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0
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Neil Gagnon
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167,462
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(ii)
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Shared
power to vote or to direct the vote:
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Gagnon Securities LLC
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1,652,030
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Gagnon Advisors, LLC
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1,329,354
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Neil Gagnon
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3,067,805
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(iii)
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Sole
power to dispose or to direct the disposition of:
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Gagnon Securities LLC
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0
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Gagnon Advisors, LLC
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0
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Neil Gagnon
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167,462
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(iv)
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Shared
power to dispose or to direct the disposition of:
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Gagnon Securities LLC
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1,792,944
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Gagnon Advisors, LLC
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1,329,354
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Neil Gagnon
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3,220,617
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following o.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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The
Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Person, the
interest in any such account does not exceed 5% of the class of securities. Except to the extent described herein, the
Reporting Person disclaims beneficial ownership of all such securities.
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Items
7 – 9.
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Not
Applicable.
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CUSIP
No. 03767D108
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13G
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Page
8 of 8
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By
signing
below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities
solely in connection with a nomination under Section 230.14a-11.
SIGNATURE
After
reasonable
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
Dated: February 3,
2022
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NEIL GAGNON
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/s/
Neil Gagnon
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GAGNON SECURITIES
LLC
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/s/
Neil Gagnon
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Name: Neil Gagnon
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Title: Managing
Member
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GAGNON ADVISORS, LLC
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/s/
Neil Gagnon
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Name: Neil Gagnon
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Title: Chief
Executive Officer
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