SC 13G 1 lptnfinal.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20594 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 5 - FINAL)* LPATH, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 548910-10-8 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1 and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harris William Investors (William Harris Investors, Inc.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER NONE 6 SHARED VOTING POWER NONE 7 SOLE DISPOSITIVE POWER NONE 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON NONE 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 NONE 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No 5 - FINAL Item 1(a) Name of Issuer: LPATH, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 4025 Sorrento Valley Blvd San Diego, CA 92121 Item 2(a) Name of Person Filing: William Harris Investors, Inc. (WHI) Item 2(b) Address of Principal Business Office: 191 North Wacker Drive, Suite 1500 Chicago, IL 60606 Item 2(c) Citizenship: The filing entity is a Delaware corporation Item 2(d) Title of Class of Securities: Class A Common Stock Item 2(e) CUSIP Number: 548910-10-8 Item 3 Type of Person: (e)[X] Investment Adviser registered under Section 203 of the Investment Adviser Act of 1940 Item 4 Ownership at December 31, 2011: (a) Amount beneficially owned: NONE (b) Percent of class: NONE Number of shares as to which the filing person has: (i) Sole power to vote or to direct the vote: NONE (ii) Shared power to vote or to direct the vote: NONE (iii) Sole power to dispose or to direct the disposition of: NONE (iv) Shared power to dispose or to direct the disposition of: NONE Item 5 Ownership of Five Percent or Less of a Class: WHI ceases to be a 13G filer with this filing, as ownership has dropped to less than 5%. Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: Not applicable Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. Date: February 9, 2012 Signature:/s/ Marc Bassewitz Name/Title: Marc Bassewitz, Vice President, General Counsel and Chief Compliance Officer