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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Molesphini John J
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)
EVP, Operations
(Last)          (First)          (Middle)

1120 S CAPITAL OF TX HWY, BUILDING ONE, STE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

2/25/2022
(Street)

AUSTIN, TX 78746
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/25/2022 (1) A  17227 A$0 92626 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $5.63 2/25/2022 (2) A   26539     (2)2/25/2032 Common Stock 26539.0 $0 26539 (3)D  

Explanation of Responses:
(1) Represents the grant of Restricted Stock Units ("RSUs"). Each RSU provides the Reporting Person with a contingent right to receive one share of the Issuer's common stock pursuant to the Issuer's 2017 Equity Incentive Plan (the "Plan"). The RSUs vest in equal annual installments over four years commencing on the grant date, 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 Plan.
(2) The shares underlying the option shall vest as to 25% 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.
(3) The number of shares listed in this column does not include other outstanding equity awards granted with different exercise prices, vesting conditions and other terms.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Molesphini John J
1120 S CAPITAL OF TX HWY
BUILDING ONE, STE 300
AUSTIN, TX 78746


EVP, Operations

Signatures
/s/ Brian Szymczak - Attorney-in-Fact2/28/2022
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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