SEC FORM 4

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

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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^*

Army Joseph

(Last)

(First)

(Middle)

100 DOMAIN DRIVE

(Street)

EXETER

03833

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/20/2024		D		392,094	D	⁽¹⁾	0	D
Common Stock	09/20/2024		D		19,917	D	$2.18⁽²⁾	0	D
Common Stock	09/20/2024		D		40,625	D	⁽³⁾	0	I	Kimberly D. Army Revocable Trust
Common Stock	09/20/2024		D		62	D	⁽³⁾	0	I	By spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.915	09/20/2024		D			8,921	⁽⁴⁾	01/11/2029	Common Stock	8,921	$1.265	0	D
Stock Option (right to buy)	$0.915	09/20/2024		D			22,831	⁽⁵⁾	01/01/2030	Common Stock	22,831	$1.265	0	D
Stock Option (right to buy)	$0.915	09/20/2024		D			7,533	⁽⁶⁾	01/01/2030	Common Stock	7,533	$1.265	0	D
Stock Option (right to buy)	$0.915	09/20/2024		D			6,925	⁽⁷⁾	01/01/2031	Common Stock	6,925	$1.265	0	D
Stock Option (right to buy)	$0.915	09/20/2024		D			6	⁽⁸⁾	01/17/2028	Common Stock	6	$1.265	0	I	By Spouse
Stock Option (right to buy)	$0.915	09/20/2024		D			24	⁽⁹⁾	01/11/2029	Common Stock	24	$1.265	0	I	By Spouse

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger (Merger Agreement), dated as of June 17, 2024, among Veronica Holdings, LLC (Topco), Veronica Intermediate Holdings, LLC, Veronica Merger Sub, Inc. and Vapotherm, Inc. (Company) and a Rollover Agreement, dated as of June 17, 2024, among Topco, the Company and the reporting person in exchange for an aggregate number of Topco common units at a price per unit of $2.18.

2. The performance stock unit awards, which these shares were subject to, were canceled in the merger in exchange for a cash payment of $2.18 per underlying share at target performance. Pursuant to a Subscription Agreement (Subscription Agreement), dated as of June 17, 2024, between Topco and the reporting person, the reporting person agreed to use such proceeds to subscribe for Topco common units.

3. Disposed of pursuant to the Merger Agreement and a Rollover Agreement, dated as of September 20, 2024, among Topco, the Company and the reporting person's spouse in exchange for an aggregate number of Topco common units at a price per unit of $2.18.

4. This option, which provided for vesting, subject to the satisfaction of performance conditions, as to 25% of the underlying shares on January 11, 2020, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $11,285.07. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

5. This option, which provided for vesting as to 25% of the underlying shares on January 1, 2021, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $28,881.21. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

6. This option, which provided for vesting, subject to the satisfaction of performance conditions, as to 25% of the underlying shares on January 1, 2021, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $9,529.25. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

7. This option, which provided for vesting as to 25% of the underlying shares on January 1, 2022 and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $8,760.12. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

8. This option, which was held by the reporting person's spouse and provided for vesting as to 25% of the underlying shares on January 11, 2019 and thereafter as to the remaining 75% of the underlying shares in 36 nearly equal monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $7.59.

9. This option, which was held by the reporting person's spouse and provided for vesting as to 25% of the underlying shares on January 11, 2020 and thereafter as to the remaining 75% of the underlying shares in 36 nearly equal monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $30.36.

	/s/ James A. Lightman, as Attorney In Fact	09/24/2024
	** 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).
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