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Actionable news in ELGX: Endologix, Inc.,

Registration of securities, business combinations


This section summarizes material information presented in greater detail elsewhere in this proxy statement/prospectus. However, this summary does not contain all of the information that may be important to TriVascular stockholders. You are urged to carefully read the remainder of this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the other information referred to or incorporated by reference in this proxy statement/prospectus because the information contained in this section and in the Questions and Answers About the TriVascular Special Meeting section is not complete. See Where To Obtain Additional Information.

The Companies (Page 62)


Endologix, Inc.

2 Musick

Irvine, CA 92618

(949) 595-7200

Endologix is a Delaware corporation with corporate headquarters and production facilities located in Irvine, California. Endologix develops, manufactures, markets and sells innovative medical devices for the treatment of aortic disorders. Endologix products are intended for the treatment of AAA. The Endologix AAA products are built on one of two platforms: (i) traditional minimally invasive EVAR or (ii) EVAS, its innovative solution for sealing the aneurysm sac while maintaining blood flow through two blood flow lumens. Endologixs current EVAR products include AFX, VELA and IntuiTrak. Endologixs current EVAS product is the Nellix EVAS System. Sales of Endologixs EVAR and EVAS platforms (including extensions and accessories) to hospitals in the United States and Europe, and to third-party international distributors in certain European countries and elsewhere, provide the sole source of Endologixs reported revenue.

Endologixs EVAR products consist of (i) a cobalt chromium alloy stent covered by expanded polytetrafluoroethylene (commonly referred to as ePTFE) graft material, or stent graft, and (ii) an accompanying delivery system. Once fixed in its proper position within the abdominal aorta, Endologixs EVAR device provides a conduit for blood flow, thereby relieving pressure within the weakened or aneurysmal section of the vessel wall, which greatly reduces the potential for aneurysm rupture.

Endologixs EVAS product consists of (i) bilateral covered stents with endobags, (ii) a biocompatible polymer injected into the endobags to seal the aneurysm and (iii) a delivery system and polymer dispenser. Endologixs EVAS product seals the entire aneurysm sac, effectively excluding the aneurysm sac and reducing the likelihood of future aneurysm rupture. Additionally, it has the potential to reduce the need for post procedural re-interventions.

Within Endologixs EVAR platform, AFX is marketed in the United States, Europe, New Zealand and Latin America, and IntuiTrak sales are currently limited to Japan. In February 2013, Endologix commenced limited market introduction in Europe of the Nellix EVAS System, and a controlled commercial introduction is currently underway. In December 2013, Endologix received Investigational Device Exemption (IDE), approval in the United States to begin a clinical trial for the Nellix EVAS System which commenced in January 2014. In October 2015, Endologix received United States Food and Drug Administration (the FDA), approval for the AFX2 Bifurcated Endograft System for the treatment of AAA.

Endologix was incorporated in California in March 1992 under the name Cardiovascular Dynamics, Inc. and reincorporated in Delaware in June 1993. In January 1999, Endologix merged with privately held Radiance

Medical Systems, Inc. and changed our name to Radiance Medical Systems, Inc. and, in May 2002, Endologix merged with privately held Endologix, Inc. and changed its name to Endologix, Inc. Endologixs shares are traded on Nasdaq under the ticker symbol ELGX.

Endologix maintains a website at where general information about it and its products is available. The contents of the website are not incorporated by reference into this proxy statement/prospectus.

Merger Sub

TriVascular Merger Sub Inc.

c/o Endologix

2 Musick

Irvine, CA 92618

(949) 595-7200

Merger Sub is a Delaware corporation and direct, wholly owned subsidiary of Endologix. Merger Sub was formed on October 23, 2015 for the purpose of consummating the merger. Merger Sub has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the merger.


TriVascular Technologies, Inc.

3910 Brickway Blvd.

Santa Rosa, CA 95403

(707) 573-8800

TriVascular is a medical device company developing and commercializing innovative technologies to significantly advance minimally invasive treatment of AAA. TriVasculars mission is to help physicians improve the lives of patients suffering from aortic disease through excellence in research, product development, manufacturing, sales and service. TriVascular developed its technology platform leveraging engineering principles utilized in many industries, including aerospace, aircraft and automotive, and applied these concepts with the goal of designing an optimal solution for AAA therapy to address unmet clinical needs. The Ovation System, TriVasculars solution for the treatment of AAA through minimally invasive EVAR, is a new Stent Graft platform, providing an innovative and effective alternative to conventional devices. It is designed to specifically address many of the limitations associated with conventional EVAR devices and expand the pool of patients eligible for EVAR.

TriVascular is a Delaware corporation that was established in 2007 and became a publicly traded company in 2014. Its shares trade on Nasdaq under the ticker symbol TRIV.

Purpose of the Merger (Page 64)

The purpose of the merger that has been agreed to between Endologix and TriVascular is for Endologix to acquire control of and the entire equity interest in TriVascular.

The Merger (Page 64)

On the terms and subject to the conditions set forth in the merger agreement, which is attached to this proxy statement/prospectus as Annex A, Merger Sub will merge with and into TriVascular, with TriVascular surviving

the merger. At the effective time of the merger, all outstanding shares of capital stock of TriVascular (other than shares for which appraisal rights under Delaware law are properly exercised and other than shares held in treasury by TriVascular or shares held by Endologix, any subsidiary of Endologix, TriVascular or any subsidiary of TriVascular) will be cancelled and converted into the right to receive the merger consideration. After the merger, TriVascular will be a direct, wholly owned subsidiary of Endologix, and the former stockholders of TriVascular will no longer have any direct ownership interest in the surviving corporation.

The merger will be completed as soon as practicable following adoption of the merger agreement by TriVascular stockholders, assuming the satisfaction or waiver of the other closing conditions at such time. The merger will be subject to Section 251(c) of the DGCL, which means that a vote of TriVascular stockholders will be required to complete the merger. Accordingly, Endologix anticipates that the merger will be completed on the same day as the special meeting of TriVascular stockholders if TriVascular stockholders adopt the merger agreement at the special meeting, assuming the satisfaction or waiver of the other closing conditions set forth in the merger agreement as of such date.

Merger Consideration (Page 109)

The per share merger consideration payable upon closing consists of:

TriVascular stockholders will not receive any fractional shares of Endologix common stock in the merger, and each TriVascular stockholder who otherwise would be entitled to receive a fraction of a share of Endologix common stock pursuant to the merger will be paid an amount in cash (without interest) in lieu thereof, obtained by multiplying (i) the closing price per share of Endologix common stock as reported on Nasdaq on the closing date by (ii) the fraction of a share of Endologix common stock to which the TriVascular stockholder would otherwise be entitled.

Treatment of TriVascular Equity Awards; Employee Stock Purchase Plan (Page 110)

Consideration for Options and RSUs

As agreed by Endologix under the terms of the merger agreement, if the merger is consummated, neither Endologix nor the surviving corporation will assume or continue any stock options or RSUs, or substitute any

other options or securities for such stock options or RSUs. On the day that is five days immediately prior to the effective time of the merger, the vesting schedules of all outstanding stock options and RSUs will be accelerated in full (contingent upon the consummation of the merger). In the case of stock options, the holders of such vested stock options who exercise them in accordance with their terms prior to the effective time of the merger will be deemed to hold the underlying shares of TriVascular common stock, and such shares will be converted into the right to...