On July 29, 2009, Endologix, Inc. (the "Company") entered into a purchase agreement (the "Agreement") with Piper Jaffray & Co. pursuant to which the Company agreed to offer and sell 3,900,000 shares (the "Shares") of the Company's common stock, $0.001 par value per share, in an underwritten public offering. The Shares are being sold to the public at a price of $4.10 per share, which will result in gross proceeds of approximately $16.0 million to the Company. The Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.

The Shares are being offered and sold under a prospectus supplement that has been filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, in connection with an offering pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-159078). The offering is expected to settle on August 4, 2009.

The Agreement is filed as Exhibit 1.1 to this report and is incorporated herein by reference. The description of the material terms of the Agreement is qualified in its entirety by reference to such exhibit. The representations and warranties made by the parties to the Agreement were made solely for purposes of the Agreement and to allocate risk between the parties. You should not rely on the representations, warranties, and covenants in the Agreement. The opinion of the Company's counsel regarding the validity of the Shares being issued and sold in connection with the Agreement is filed as Exhibit 5.1 hereto. A copy of the press release announcing the pricing of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit
Number    Description
 1.1      Purchase Agreement dated July 29, 2009 by and between Endologix, Inc. and
          Piper Jaffray & Co.

 5.1      Opinion of Stradling Yocca Carlson & Rauth.

23.1      Consent of Stradling Yocca Carlson & Rauth (contained in its opinion filed
          as Exhibit 5.1).

99.1      Press Release, dated July 30, 2009.