##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For Fiscal Year Ended December 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
 From the transition period from  to
 Commission File Number: 000-28440
 
 ENDOLOGIX, INC.
 (Exact name of registrant as specified in its charter)
 
 Delaware
    
    68-0328265(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 11 Studebaker, Irvine, California 92618
(Address of principal executive offices)
 (949) 595-7200
(Registrants telephone number)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value
    
    The NASDAQ Stock Market LLC
 
 o þ
 o þ
 þ o
 o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 Explanatory Note
    
    
    1PART IIIItem 10: Directors, Executive Officers and Corporate Governance
    
    
    1Item 11: Executive Compensation
    
    
    4Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    15Item 13: Certain Relationships and Related Transactions, and Director Independence
    
    
    16Item 14. Principal Accounting Fees and Services
    
    
    16PART IVItem 15: Exhibits, Financial Statement Schedules
    
    
    17EX-31.1EX-31.2




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EXPLANATORY NOTE
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Information With Respect to Directors
  Class II
(Directors continuing in office with a term expiring in 2009)
 Franklin D. Brown, 65
 Edward B. Diethrich, M.D., 73
 John McDermott, 48
 1




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##### Table of Contents



Class III
(Directors continuing in office with a term expiring in 2010)
 Paul McCormick, 56
 Roderick de Greef, 48
 Gregory D. Waller, 59
 Class I
(Director continuing in office with a term expiring in 2011)
 Jeffrey F. ODonnell, 49,
 Executive Officers
  Stefan G. Schreck, Ph.D., 49
 2




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##### Table of Contents



Robert J. Krist, 60
 Janet M. Fauls 46
 Joseph A. DeJohn, 48
 Gary I. Sorsher, 44
 Daniel Hawkins, 42
 Family Relationships
  Audit Committee and Audit Committee Financial Expert
  3




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  
 Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 General
  Our Compensation Objectives
  
    
    motivation of our executive officers to cause us to achieve the best possible
financial and operational results;
    
    attraction and retention of high quality executives who can provide effective
leadership, consistency of purpose and enduring relations with relevant stockholders;
and
    
    alignment of long-term interests of our executive officers with those of our
stockholders.
 4




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Role of Compensation Committee
    Compensation Components
  Base Salary
   5




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##### Table of Contents



Incentive Bonus
  Named Executive
    
    Target BonusOfficer
    
    Percentage
    
    Target BonusJohn
McDermott(1)
    
    
    50
    %
    
    $
    180,000Robert Krist
    
    
    30
    %
    
    $
    71,042Stefan Schreck
    
    
    30
    %
    
    $
    71,042Janet Fauls
    
    
    30
    %
    
    $
    55,000Joseph
DeJohn(2)
    
    
    35
    %
    
    $
    91,000Paul
McCormick(3)
    
    
    35
    %
    
    $
    122,500
 
 (1)
    
    Mr. McDermott was appointed our President and Chief Executive Officer effective May
12, 2008.(2)
    
    Mr. DeJohn was appointed our Vice President, Sales, effective July 17, 2008.(3)
    
    Mr. McCormick resigned as our President and Chief Executive Officer effective May 12,
2008. Mr. McCormick continues to serve on our Board of Directors.  Objective
    
    Weight*
    
    AchievementBetween $41 and $43 million revenue
    
    
    60
    %
    
    
    Between $39 and $41 million revenue
    
    
    50
    %
    
    
    Between $38 and $39 million revenue
    
    
    45
    %
    
    
    Between $37 and $38 million revenue
    
    
    40
    %
    
    
    40
    %Between $36 and $37 million revenue
    
    
    35
    %
    
    
    Cash Flow Breakeven in Fourth Quarter
    
    
    35
    %
    
    
    Cash Flow Breakeven in Third Quarter
    
    
    45
    %
    
    
    Cash Trough no lower than $5 million
    
    
    15
    %
    
    
    15
    %
 
 *
    
    In no event would the achievement of the objectives exceed 100%.  Long-Term Incentives
  6




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Other Benefits
    Accounting and Tax Consequences
   7




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
   
 The material in this report is not soliciting material and is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by reference in any filing of
Endologix under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, whether made before or after the date hereof and irrespective of any general incorporation
language in any such filing
 Summary Compensation Table
  Stock
    
    Option
    
    Non-Equity
    
    All OtherName and Principal
    
    
    
    
    
    
    
    
    
    Awards
    
    Awards
    
    Incentive Plan
    
    Compensation
    
    TotalPosition
    
    Year
    
    Salary ($)
    
    ($)(1)
    
    ($)(2)
    
    Compensation ($)
    
    ($)(6)
    
    ($)John McDermott,
    
    
    2008
    
    
    $
    230,538
    
    
    $
    166,251
    
    
    $
    112,465
    
    
    $
    66,000
    
    
    $
    99,167
    
    
    $
    674,421President and Chief
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive Officer (3)
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Paul McCormick,
    
    
    2008
    
    
    $
    132,533
    
    
    
    
    
    
    $
    204,546
    
    
    $
    46,297
    
    
    $
    218,915
    
    
    $
    602,291President and Chief
    
    
    2007
    
    
    $
    350,000
    
    
    
    
    
    
    $
    229,894
    
    
    $
    98,000
    
    
    
    
    
    
    $
    677,894Executive Officer (4)
    
    
    2006
    
    
    $
    325,000
    
    
    
    
    
    
    $
    200.285
    
    
    $
    76,781
    
    
    
    
    
    
    $
    602,066Robert J. Krist,
    
    
    2008
    
    
    $
    236,808
    
    
    
    
    
    
    $
    138,829
    
    
    $
    39,073
    
    
    
    
    
    
    $
    414,710Chief Financial
    
    
    2007
    
    
    $
    227,700
    
    
    
    
    
    
    $
    114,084
    
    
    $
    54,648
    
    
    
    
    
    
    $
    396,432Officer and
Secretary
    
    
    2006
    
    
    $
    207,000
    
    
    
    
    
    
    $
    121,424
    
    
    $
    53,872
    
    
    
    
    
    
    $
    382,296Stefan G. Schreck,
    
    
    2008
    
    
    $
    236,808
    
    
    
    
    
    
    $
    141,295
    
    
    $
    39,073
    
    
    
    
    
    
    $
    417,176Vice President,
    
    
    2007
    
    
    $
    227,700
    
    
    
    
    
    
    $
    125,168
    
    
    $
    54,648
    
    
    
    
    
    
    $
    407,516Technology
    
    
    2006
    
    
    $
    194,000
    
    
    
    
    
    
    $
    149,645
    
    
    $
    41,526
    
    
    
    
    
    
    $
    385,171Janet Fauls,
    
    
    2008
    
    
    $
    173,333
    
    
    
    
    
    
    $
    58,994
    
    
    $
    30,525
    
    
    
    
    
    
    $
    262,852Vice President,
    
    
    2007
    
    
    $
    144,896
    
    
    
    
    
    
    $
    18,560
    
    
    $
    21,877
    
    
    
    
    
    
    $
    185,333Regulatory, Quality
and Clinical
Affairs
    
    
    2006
    
    
    $
    125,000
    
    
    
    
    
    
    $
    12,629
    
    
    $
    15,938
    
    
    
    
    
    
    $
    153,566Joseph A. DeJohn,
    
    
    2008
    
    
    $
    119,167
    
    
    $
    6,719
    
    
    $
    12,731
    
    
    $
    25,025
    
    
    
    
    
    
    $
    163,642Vice President,
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sales (5)
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 8




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(1)
    
    These amounts do not correspond to the actual value that will be recognized by the executive
officer. Rather, they represent the accounting expense we recognized during the year
for the restricted stock awards then held by the officer, whether granted in that year or in
prior years, calculated in accordance with Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 123 (revised 2004) Share-Based Payment, or FAS 123R. The
amounts were determined by multiplying the number of shares being expensed by the closing
price of a share of our common stock on the awards date of grant, allocated over the service period of
the award. There were no estimated forfeitures for restricted stock. For both Mr. McDermott and Mr. DeJohn, the expense is recognized over a two year
service period.(2)
    
    Represents the proportionate amount of the total fair value of option awards recognized by us
as an expense for financial accounting purposes. The fair values of these awards and the
amounts expensed were determined in accordance with FAS
123R. The awards for which expense is shown in this table include the awards made in the
applicable year as well as awards granted in previous years for which we continued to
recognize expense in such year. Pursuant to SEC rules, the amounts shown exclude the impact
of estimated forfeitures related to service-based vesting conditions. The assumptions used to
calculate the FAS 123R fair value of option awards are disclosed in Note 10 to our
consolidated financial statements in included in our Annual Report on Form 10-K for the year
ended December 31, 2008. These amounts reflect our accounting expense for these awards, and
do not correspond to the actual value that will be recognized by the executive officer.(3)
    
    Mr. McDermott was appointed our President and Chief Executive Officer effective May 12, 2008.(4)
    
    Mr. McCormick resigned as our President and Chief Executive Officer effective May 12, 2008.
Mr. McCormick continues to serve on our Board of Directors.(5)
    
    Mr. DeJohn was appointed our Vice President, Sales, effective July 17, 2008.(6)
    
    The amounts shown below are reported in this column:
Mr. McDermott was paid $99,167 in relocation expenses; and
Mr. McCormick received $182,000 in severance pay and $36,915 in vacation accrual payout pursuant
to the separation agreement with us, effective May 12, 2008. Grants of Plan-Based Awards
  All Other
    
    All OtherOption
    
    StockAwards:
    
    Awards:
    
    Exercise
    
    GrantNumber of
    
    Number
    
    or
    
    Date FairEstimated Future Payouts Under Non-
    
    Securities
    
    of Shares
    
    Base Price
    
    Value ofEquity Incentive Plan Awards (1)
    
    Underlying
    
    of Stock
    
    of Option
    
    OptionGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Options
    
    or Units
    
    Awards
    
    AwardsName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    ($ / Sh)
    
    ($ / Sh)(2)John McDermott
    
    
    5/12/2008
    
    
    $
    60,000
    
    
    $
    120,000
    
    
    $
    120,000
    
    
    
    500,000
    
    
    
    
    
    
    $
    2.67
    
    
    $
    2.675/12/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    $
    0.01
    
    
    $
    2.67Paul McCormick
    
    
    
    
    
    $
    0
    
    
    $
    122,500
    
    
    $
    122,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert J. Krist
    
    
    2/12/2008
    
    
    $
    0
    
    
    $
    71,042
    
    
    $
    71,042
    
    
    
    60,000
    
    
    
    
    
    
    $
    2.88
    
    
    $
    2.88Stefan G. Schreck
    
    
    2/12/2008
    
    
    $
    0
    
    
    $
    71,042
    
    
    $
    71,042
    
    
    
    60,000
    
    
    
    
    
    
    $
    2.88
    
    
    $
    2.88Janet Fauls
    
    
    2/12/2008
    
    
    $
    0
    
    
    $
    55,500
    
    
    $
    55,500
    
    
    
    35,000
    
    
    
    
    
    
    $
    2.88
    
    
    $
    2.88Joseph A. DeJohn
    
    
    7/17/2008
    
    
    $
    0
    
    
    $
    45,500
    
    
    $
    45,500
    
    
    
    100,000
    
    
    
    
    
    
    $
    2.16
    
    
    $
    2.167/17/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    $
    0.01
    
    
    $
    2.16
 
 (1)
    
    The amounts reported in this column represent the range of potential awards under the
threshold, target, and maximum performance objectives established by the Compensation
Committee in February 2008 or upon hire in the case of Messrs. McDermott and DeJohn and represents
their prorated maximum.(2)
    
    Stock option awards are typically issued equal to fair market value at time of issuance. 9




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Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    Stock AwardsEquityEquity
    
    IncentiveIncentive
    
    PlanPlan
    
    Awards;Market
    
    Awards;
    
    Market orNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Number of
    
    Payout ValueSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Unearned
    
    of UnearnedUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Shares, Units
    
    Shares, UnitsUnexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock That
    
    Stock That
    
    or Other
    
    or OtherOptions
    
    Options
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    Rights That
    
    Rights That(#)(1)
    
    (#)(1)
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    Date (2)
    
    (#)(3)
    
    ($)(3)
    
    Vested (#)
    
    Vested (#)John McDermott(3)
    
    
    0
    
    
    
    500,000
    
    
    $
    2.67
    
    
    
    05/12/2018
    
    
    
    500,000
    
    
    
    1,335,000Robert J. Krist
    
    
    100,000
    
    
    
    0
    
    
    $
    5.55
    
    
    
    8/18/201417,508
    
    
    
    1,592
    
    
    $
    5.81
    
    
    
    4/4/201519,375
    
    
    
    10,625
    
    
    $
    3.40
    
    
    
    5/23/201614,646
    
    
    
    22,354
    
    
    $
    4.32
    
    
    
    5/22/20170
    
    
    
    60,000
    
    
    $
    2.88
    
    
    
    2/12/2018Stefan G. Schreck
    
    
    50,000
    
    
    
    0
    
    
    $
    6.00
    
    
    
    2/26/201425,000
    
    
    
    0
    
    
    $
    4.70
    
    
    
    6/17/201442,533
    
    
    
    3,867
    
    
    $
    5.81
    
    
    
    4/4/201514,583
    
    
    
    5,417
    
    
    $
    7.12
    
    
    
    1/17/201619,375
    
    
    
    10,625
    
    
    $
    3.40
    
    
    
    5/23/20169,896
    
    
    
    15,104
    
    
    $
    4.32
    
    
    
    5/22/20170
    
    
    
    60,000
    
    
    $
    2.88
    
    
    
    2/12/2018Janet Fauls
    
    
    11,563
    
    
    
    3,437
    
    
    $
    5.25
    
    
    
    11/7/20156,458
    
    
    
    3,542
    
    
    $
    3.40
    
    
    
    5/23/20163,167
    
    
    
    4,833
    
    
    $
    4.32
    
    
    
    5/22/201713,542
    
    
    
    36,458
    
    
    $
    2.87
    
    
    
    11/16/20170
    
    
    
    35,000
    
    
    $
    2.88
    
    
    
    2/12/2018Joseph A. DeJohn(3)
    
    
    0
    
    
    
    100,000
    
    
    $
    2.16
    
    
    
    7/17/2018
    
    
    
    25,000
    
    
    
    54,000
 
 (1)
    
    Each option vests 25% upon the first anniversary of the grant date and then in equal monthly
installments over the next three years. Options are fully vested upon the fourth anniversary
of the grant date. In addition, the vesting of these options may fully accelerate upon a
change in control pursuant to written agreements entered into with each of our Named Executive
Officers.(2)
    
    Options expire ten years from the grant date.(3)
    
    Each restricted stock award vests after two years of continuous service and has an exercise
price of $0.01 per share. The vesting of these options may fully accelerate upon a change in
control pursuant to written agreements entered into with each of our Named Executive Officers. 10




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Option Exercises and Stock Vested
  Severance and Change-in-Control Arrangements for Executive Officers
    Potential Payments Upon Termination or Change in Control
  Before Change in
    
    After Change inControl
    
    ControlTermination
    
    Terminationwithout Cause or for
    
    without Cause orName
    
    Benefit
    
    Good Reason
    
    for Good ReasonRobert J. Krist
    
    Severance Pay (1)
    
    $
    121,500
    
    
    $
    243,000Bonus Pay (2)
    
    $
    36,450
    
    
    $
    72,900Stock option vesting acceleration (3)
    
    
    29,967
    
    
    
    94,571Continuation of Benefits(4)
    
    $
    2,629
    
    
    $
    5,258Janet Fauls
    
    Severance Pay (1)
    
    $
    102,500
    
    
    $
    205,000Bonus Pay (2)
    
    $
    30,750
    
    
    $
    61,500Stock option vesting acceleration (3)
    
    
    22,042
    
    
    
    83,270Continuation of Benefits (4)
    
    $
    8,275
    
    
    $
    16,549
 11




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##### Table of Contents



Before Change in
    
    After Change inControl
    
    ControlTermination
    
    Terminationwithout Cause or for
    
    without Cause orName
    
    Benefit
    
    Good Reason
    
    for Good ReasonStefan G. Schreck
    
    Severance Pay (1)
    
    $
    121,500
    
    
    $
    243,000Bonus Pay (2)
    
    $
    36,450
    
    
    $
    72,900Stock option vesting acceleration (3)
    
    
    33,242
    
    
    
    95,013Continuation of Benefits(4)
    
    $
    8,275
    
    
    $
    16,549Joseph A. DeJohn
    
    Severance Pay (1)
    
    $
    130,000
    
    
    $
    260,000Bonus Pay (2)
    
    $
    45,500
    
    
    $
    91,000Stock option vesting acceleration (3)
    
    
    
    
    
    
    125,000Continuation of Benefits(4)
    
    $
    8,275
    
    
    $
    16,549
 
 (1)
    
    Before Change in Control the executive is entitled to his or her base salary for six
months. After Change in Control the executive is entitled to his or her base salary for 12
months.(2)
    
    Before Change in Control six month potential bonus amount shown, assuming 100% target was
met, but would be prorated equal to the target bonus amount for which he or she would be
entitled for the year of termination. After Change in Control 12 month potential bonus
amount shown, assuming 100% target was met, but would be prorated equal to the target bonus
amount for which he or she would be entitled for the year of termination.(3)
    
    Before Change in Control shares represent all stock options that would have vested in the
six months following December 31, 2008, as they will vest immediately. After Change in
Control shares represents all stock options as of December 31, 2008, as they will all vest
immediately.(4)
    
    Before Change in Control represents continuation of benefits through COBRA payments for six
months. After Change in Control represents continuation of benefits through COBRA payments
for 12 months.  Terminationwithout Cause or forName
    
    Benefit
    
    Good ReasonJohn McDermott
    
    Severance Pay (1)
    
    $
    360,000Bonus Pay (2)
    
    $
    180,000Stock option vesting acceleration (3)
    
    
    1,000,000Continuation of Benefits(4)
    
    $
    16,549
 
 (1)
    
    Mr. McDermott is entitled to his base salary for 12 months.(2)
    
    Represents 12 month potential bonus amount, assuming 100% target was met, but would be
prorated equal to the target bonus amount for which he would be entitled for the year of
termination.(3)
    
    Represents all stock options as of December 31, 2008, as they will all vest immediately.(4)
    
    Represents continuation of benefits through COBRA payments for 12 months. COMPENSATION OF DIRECTORS
  12




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##### Table of Contents



Director Compensation Paid for the 2008 Fiscal Year
  Fees Earned or
    
    
    
    
    
    All OtherPaid in Cash
    
    Option Awards
    
    Compensation
    
    TotalName
    
    ($) (1)
    
    ($) (2)
    
    ($) (3)
    
    ($)Franklin D. Brown
    
    
    
    
    
    $
    96,187
    
    
    $
    118,750
    
    
    $
    214,937Roderick de Greef
    
    $
    23,000
    
    
    $
    54,934
    
    
    
    
    
    
    $
    77,934Edward B. Diethrich
    
    $
    9,500
    
    
    $
    54,934
    
    
    
    
    
    
    $
    64,434Paul McCormick
    
    $
    6,250
    
    
    $
    122,728
    
    
    
    
    
    
    $
    129,077Jeffrey F. ODonnell
    
    $
    12,500
    
    
    $
    54,934
    
    
    
    
    
    
    $
    67,434Gregory D. Waller
    
    $
    25,000
    
    
    $
    54,934
    
    
    
    
    
    
    $
    79,934
 
 (1)
    
    Represents the proportionate amount of the total fair value of option awards recognized by us
as an expense for financial accounting purposes. The fair values of these awards and the
amounts expensed were determined in accordance with FAS 123R. The awards for which expense is shown in this table include the awards made in the
applicable year as well as awards granted in previous years for which we continued to
recognize expense in such year. Pursuant to SEC rules, the amounts shown exclude the impact
of estimated forfeitures related to service-based vesting conditions. The assumptions used to
calculate the FAS 123R fair value of option awards are disclosed in Note 10 to our
consolidated financial statements in included in our Annual Report on Form 10-K for the year
ended December 31, 2008. These amounts reflect our accounting expense for these awards, and
do not correspond to the actual value that will be recognized by the director.(2)
    
    Represents amounts that we recognized as compensation expense in our financial statements for
2008 as determined under FAS 123R, excluding the effect of the forfeiture estimate. The
amounts are the expense for options granted in 2008 and prior years.(3)
    
    Represents compensation for Mr. Brown providing consulting services during 2008.  13




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##### Table of Contents



Shares underlyingoptions at fiscal yearDirector
    
    endFranklin D. Brown
    
    
    292,500Roderick de Greef
    
    
    145,000Edward B. Diethrich
    
    
    120,000Paul McCormick
    
    
    540,000Jeffrey F. ODonnell
    
    
    145,417Gregory D. Waller
    
    
    145,000
 14




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Number of Shares
    
    Percentage ofBeneficially Owned
    
    Outstanding SharesName and Address (1)
    
    (2)
    
    (3)Federated Investors, Inc. (4)
    
    
    9,999,306
    
    
    
    22.8
    %Elliott Associates (5)
    
    
    5,984,656
    
    
    
    13.6
    %Franklin D. Brown (6)
    
    
    544,700
    
    
    
    1.2
    %Roderick de Greef (7)
    
    
    145,000
    
    
    
    *Edward B. Diethrich, M.D. (8)
    
    
    673,775
    
    
    
    1.5
    %Paul McCormick (9)
    
    
    927,938
    
    
    
    2.1
    %Jeffrey F. ODonnell (10)
    
    
    160,417
    
    
    
    *Gregory D. Waller (11)
    
    
    145,000
    
    
    
    *John McDermott (12)
    
    
    656,379
    
    
    
    1.5
    %Robert J. Krist (13)
    
    
    408,517
    
    
    
    *Joseph A. DeJohn
    
    
    56,500
    
    
    
    *Janet M. Fauls (14)
    
    
    60,850
    
    
    
    *Stefan G. Schreck, PhD. (15)
    
    
    267,388
    
    
    
    *All
directors and officers as a group (13 persons) (16)
    
    
    4,071,464
    
    
    
    8.9
    %
 
 *
    
    Represents beneficial ownership of less than 1%(1)
    
    Unless otherwise indicated, the business address of each holder is: c/o Endologix, Inc., 11
Studebaker, Irvine, CA 92618.(2)
    
    The number of shares of common stock beneficially owned includes any shares issuable pursuant
to stock options that are currently exercisable or may be exercised within 60 days after April
24, 2009. Shares issuable pursuant to such options are deemed outstanding for computing the
ownership percentage of the person holding such options but are not deemed to be outstanding
for computing the ownership percentage of any other person.(3)
    
    Applicable percentages are based on 43,895,449 shares outstanding on April 24, 2009, plus the
number of shares such stockholder can acquire within 60 days after April 24, 2009.(4)
    
    Based on information contained in a Schedule 13G/A filed with the Securities and Exchange
Commission on February 12, 2009. The address of Federated Investors, Inc. is Federated
Investors Tower, 5800 Corporate Drive, Pittsburgh, Pennsylvania 15222.(5)
    
    Based on information contained in a Schedule 13D/A filed with the Securities and Exchange
Commission on October 14, 2008. The address of Elliott Associates, L.P. is 712 Fifth Avenue,
36th Floor, New York, New York 10019.(6)
    
    Includes 280,000 shares subject to options exercisable within 60 days after April 24, 2009
and 214,700 shares held in a family trust.(7)
    
    Includes 145,000 shares subject to options exercisable within 60 days after April 24, 2009.(8)
    
    Includes 523,775 shares held by T&L Investments L.P. Dr. and Mrs. Edward B. Diethrich hold a
total of 98% of the voting and dispositive power over the shares through a 98% ownership of
the capital stock of EBDFam, Inc., the general partner in T&L Investments L.P. Also includes
30,000 shares held in a family trust and 120,000 shares subject to options exercisable within
60 days after April 24, 2009.(9)
    
    Includes 421,250 shares subject to options exercisable within 60 days after April 24, 2009.
Mr. McCormick resigned as our President and Chief Executive Officer effective May 12, 2008.
Mr. McCormick continues to serve on our Board of Directors.(10)
    
    Includes 145,417 shares subject to options exercisable within 60 days after April 24, 2009.(11)
    
    Includes 145,000 shares subject to options exercisable within 60 days after April 24, 2009.(12)
    
    Includes 135,415 shares subject to options exercisable within 60 days after April 24, 2009.(13)
    
    Includes 181,496 shares subject to options exercisable within 60 days after April 24, 2009.(14)
    
    Includes 56,772 shares subject to options exercisable within 60 days after April 24, 2009.(15)
    
    Includes 194,629 shares subject to options exercisable within 60 days after April 24, 2009.(16)
    
    Includes 1,824,979 shares subject to options exercisable within 60 days after April 24, 2009. 15




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 Related Party Transactions
   Director Independence
   
 Item 14. Principal Accounting Fees and Services Audit Fees
  December 31,
    
    
    December 31,2007
    
    
    2008Audit Fees (1)
    
    $
    500,410
    
    
    $
    488,000Audit-Related FeesTax FeesAll Other Fees
    
    
    
    
    
    
    Total
    
    $
    500,410
    
    
    $
    488,000
 
 (1)
    
    Includes fees for professional services rendered for the audit of our annual financial
statements, the audit of managements assessment of internal control over financial reporting and
the effectiveness of internal control, reviews of the financial statements included in quarterly
reports on Form 10-Q and services that are normally provided by our independent registered public
accounting firm in connection with our statutory and regulatory filings. Pre-Approval Policy for Non-Audit Services
  16




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PART IV
 
 Item 15: Exhibits and Financial Statement Schedules.
   17




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SIGNATURES
  By:
    /s/ John McDermottJohn McDermottPresident and Chief Executive Officer 18




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
of 1934.31.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
of 1934.