SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Walrod Nicholas T.

(Last) (First) (Middle)
C/O VAPOTHERM INVESTORS, LLC
2540 NE MARTIN LUTHER KING JR. BLVD.

(Street)
PORTLAND OR 97212

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VAPOTHERM INC [ VAPO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/12/2020 J(1) 209,992 D $0.00(1) 3,083,997 I By 3x5 Partners, LLC(3)
Common Stock 08/12/2020 J(2) 442,806 D $0.00(2) 2,641,191 I By 3x5 Partners, LLC(3)
Common Stock 08/12/2020 J(1) 2,625 A $0.00(1) 2,643,816(4) I By 3x5 Partners, LLC(3)
Common Stock 08/12/2020 J(2) 503 A $0.00(2) 503 I By Nicholas T. Walrod Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Distribution of shares by 3x5 Special Opportunity Fund, L.P. pro rata without consideration to its general partners and limited partners. A portion of this distribution was made pursuant to a sales plan adopted by 3x5 Special Opportunity Fund, L.P. and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.
2. Distribution of shares by Vapotherm Investors, LLC pro rata without consideration to its members. A portion of this distribution was made pursuant to a sales plan adopted by Vapotherm Investors, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.
3. The Reporting Person is a managing member of 3x5 Partners, LLC. 3x5 Partners, LLC is the managing member of Vapotherm Investors, LLC and a member of 3x5 Special Opportunity Partners, LLC, which is the general partner of 3x5 Special Opportunity Fund, L.P., and by virtue of these relationships 3x5 Partners, LLC may be deemed to indirectly beneficially own the shares directly held by Vapotherm Investors, LLC and 3x5 Special Opportunity Partners, L.P. As a managing member of 3x5 Partners, LLC the Reporting Person shares voting and dispositive power over such securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of such securities except to the extent of his pecuniary interest therein.
4. Consists of (i) 30,000 shares directly held by 3x5 Partners, LLC, (ii) 2,625 shares held by Arnerich 3x5 Special Opportunity Managers, L.P., of which 3x5 Partners, LLC is the general manager, (iii) 1,771,225 shares directly held by Vapotherm Investors, LLC and (iv) 839,966 shares directly held by 3x5 Special Opportunity Partners, L.P.
Remarks:
/s/ Anthony Ten Haagen, as Attorney-In-Fact 08/14/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.