ELGX Endologix Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

ENDOLOGIX, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, $0.001 par value

(Title of Class of Securities)

29266S304

(CUSIP Number of Class of Securities’ Underlying Common Stock)

John Onopchenko

Chief Executive Officer

Endologix, Inc.

2 Musick

Irvine, California 92618

(949) 595-7200

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

This Tender Offer Statement on Schedule TO relates to an offer by Endologix, Inc., a Delaware corporation (the “Company”), to exchange (the “Exchange Program”) certain outstanding options (the “Eligible Options”) to purchase shares of the Company’s common stock, par value $0.001 per share, whether vested or unvested, that (i) have a per share exercise price of $20.00 or greater that were issued under (1) the Endologix, Inc. 2006 Stock Incentive Plan, as amended (the “2006 Plan”), (2) the Endologix, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the “2015 Plan”), (3) certain inducement grants (the “TriV Grants”) made to employees in connection with the Company’s merger with TriVascular Technologies, Inc. (“TriVascular”) pursuant to that certain Agreement and Plan of Merger, dated October 26, 2015, by and among the Company, TriVascular and Teton Merger Sub, Inc. and (4) the 2017 Inducement Stock Incentive Plan, as amended (the “2017 Inducement Plan”), and (ii) are held by an Eligible Participant (as defined below) of the Company, except as otherwise described in the Offer to Exchange (as defined below).

An “Eligible Participant” refers to (1) all current employees, including executive officers, of the Company or any of its subsidiaries that remain an employee of the Company or any of its subsidiaries through the expiration of the offer and the date on which the surrendered stock options are cancelled and when new stock options will be issued pursuant to this offer (the “Option grant date”), and (2) all current non-employee directors serving on the Board of Directors (the “Board”) of the Company through the Option grant date.

The Eligible Options may be exchanged for a lesser number of new stock options (“New Stock Options”) upon the terms and subject to the conditions set forth in: (i) the Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated August 12, 2019 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A); (ii) the Form of Launch Email, attached hereto as Exhibit (a)(1)(B); and (iii) the Facsimile Election Form, attached hereto as Exhibit (a)(1)(C).

The following disclosure materials also were or may be made available to Eligible Participants: (i) the Form of Confirmation Email to Eligible Participants, attached hereto as Exhibit (a)(1)(D); (ii) the Form of Reminder Email, attached hereto as Exhibit (a)(1)(E); (iii) the Form of Final Reminder Email, attached hereto as Exhibit (a)(1)(F); (iv) the Form of Notice to Eligible Participants Regarding Expiration of Offer Period, attached hereto as Exhibit (a)(1)(G); (v) the Screenshots from Stock Option Exchange Portal, attached hereto as Exhibit (a)(1)(H); and (vi) the Stock Option Exchange Program: Employee Information Presentation, attached hereto as Exhibit (a)(1)(I), and the Offer FAQs attached hereto as Exhibit (a)(1)(J). These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents.”

The information in the Disclosure Documents, including all schedules and exhibits to the Disclosure Documents, is incorporated herein by reference, and is provided in response to the disclosure requirements of Schedule TO.

The information set forth under the caption “Summary Term Sheet and Questions and Answers” in the Offer to Exchange, attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

(a)      Name and Address . The Company is the issuer of the securities subject to the Exchange Program. The address of the Company’s principal executive office is 2 Musick, Irvine, California 92618, and the telephone number at that address is (949) 595-7200.

(b)      Securities . The subject class of securities consists of the Eligible Options. As of August 5, 2019, options to purchase an aggregate of 2,957,930 shares of the Company’s common stock, par value $0.001 per share (the “common stock”), were granted and outstanding under the 2006 Plan, the 2015 Plan, the TriV Grants, and the 2017 Inducement Plan. Of these options, options to purchase an aggregate of 741,372 shares of the common stock are considered to be “Eligible Options” that are eligible for exchange in the Exchange Program. The actual number of shares of common stock subject to the New Stock Options to be issued in the Exchange Program will depend on the number of shares of common stock subject to the Eligible Options that are tendered by Eligible Participants and accepted for exchange through the Exchange Program. The information set forth in the Offer to Exchange under the captions “Summary Term Sheet and Questions and Answers,” “Risks of Participating in the Exchange Program,” and the sections under the caption “The Offer” titled “2. Number of New Stock Options; expiration date,” “6. Acceptance of options for exchange and issuance of New Stock Options,” and “9. Source and amount of consideration; terms of New Stock Options” is incorporated herein by reference.

(c)      Trading Market and Price . The information set forth in the Offer to Exchange under the caption “The Offer” titled “8. Price range of shares underlying the options” is incorporated herein by reference.

(a)      Name and Address . The filing person is the Company. The information set forth under Item 2(a) above is incorporated by reference. Pursuant to General Instruction C to Schedule TO, the information set forth on Schedule A to the Offer to Exchange is incorporated herein by reference.

(a)      Material Terms . The information set forth in the section of the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” and the sections under the caption “The Offer” titled “1. Eligibility,” “2. Number of New Stock Options; expiration date,” “3. Purposes of the Offer,” “4. Procedures for electing to exchange options,” “5. Withdrawal rights and change of election,” “6. Acceptance of options for exchange and issuance of New Stock Options,” “7. Conditions of the Offer,” “8. Price range of shares underlying the options,” “9. Source and amount of consideration; terms of New Stock Options,” “12. Status of options acquired by the Company in the Offer; accounting consequences of the Offer,” “13. Legal matters; regulatory approvals,” “14. Material income tax consequences,” “16. Extension of Offer; termination; amendment,” and Schedule B to the Offer to Exchange, is incorporated herein by reference.

(b)      Purchases . The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “11. Interests of directors and executive officers; transactions and arrangements concerning the options” is incorporated herein by reference.

(e)      Agreements Involving the Subject Company’s Securities . The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “11. Interests of directors and executive officers; transactions and arrangements concerning the options” is incorporated herein by reference. The Company’s equity plans and related agreements are incorporated herein by reference hereto as Exhibits (d)(1)-(10). Other than ordinary course arrangements with respect to equity compensation, the Company is not a party to any agreements with its executive officers, directors or affiliates with respect to the Company’s securities.

(a)      Purposes . The information set forth in the section of the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” and the section under the caption “The Offer” titled “3. Purposes of the Offer” is incorporated herein by reference.

(b)      Use of Securities Acquired . The information set forth in the sections of the Offer to Exchange under the caption “The Offer” titled “6. Acceptance of options for exchange and issuance of New Stock Options” and “12. Status of options acquired by the Company in the Offer; accounting consequences of the Offer” is incorporated herein by reference.

(c)      Plans . The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “3. Purposes of the Offer” is incorporated herein by reference.

(a)      Source of Funds . The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “9. Source and amount of consideration; terms of New Stock Options” is incorporated herein by reference.

(b)      Conditions . The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “7. Conditions of the Offer” is incorporated herein by reference. There are no alternative financing plans or arrangements for the Exchange Program.

(d)      Borrowed Funds . Not applicable.

(a)      Securities Ownership . The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “11. Interests of directors and executive officers; transactions and arrangements concerning the options” is incorporated herein by reference.

(b)      Securities Transactions . The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “11. Interests of directors and executive officers; transactions and arrangements concerning the options” is incorporated herein by reference.

(a)      Solicitations or Recommendations . Not applicable.

(a)      Financial Information . The information set forth in the sections of the Offer to Exchange under the caption “The Offer” titled “10. Information concerning the Company,” “18. Additional information” and “19. Financial information,” and Schedule B to the Offer to Exchange, is incorporated herein by reference. The Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on April 1, 2019, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the SEC on May 8, 2019, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on August 9, 2019, are incorporated herein by reference and can be accessed electronically on the SEC’s website at www.sec.gov.

(b)      Pro Forma Information . Not applicable.

(a)      Agreements, Regulatory Requirements and Legal Proceedings . The information set forth in the sections of the Offer to Exchange under the caption “The Offer” titled “11. Interests of directors and executive officers; transactions and arrangements concerning the options” and “13. Legal matters; regulatory approvals” is incorporated herein by reference.

(c)      Other Material Information . Not applicable.

Not applicable.

SIGNATURE

After due 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.