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
X	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* MORGENTHALER VENTURE PARTNERS IX LP (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (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) 11/16/2018
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	11/16/2018		C		921,348	A	(1)	921,348	D
Common Stock	11/16/2018		C		61,342	A	(2)	982,690	D

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
Series A Convertible Preferred Stock	(1)	11/16/2018		C			214,285	(1)	(1)	Common Stock	214,285	$0.00	0	D(3)
Series B Convertible Preferred Stock	(1)	11/16/2018		C			217,803	(1)	(1)	Common Stock	217,803	$0.00	0	D(3)
Series C Convertible Preferred Stock	(1)	11/16/2018		C			359,842	(1)	(1)	Common Stock	359,842	$0.00	0	D(3)
Series D Convertible Preferred Stock	(1)	11/16/2018		C			129,418	(1)	(1)	Common Stock	129,418	$0.00	0	D(3)
Series D-1 Convertible Preferred Stock	(2)	11/16/2018		C			61,342	(2)	(2)	Common Stock	61,342	$0.00	0	D(3)

1. Name and Address of Reporting Person* MORGENTHALER VENTURE PARTNERS IX LP (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Morgenthaler Management Partners IX, LLC (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Upon closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into one share of Common Stock without payment or further consideration. There was no expiration date for the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stock or the Series D Convertible Preferred Stock.

2. Upon closing of the Issuer's initial public offering, each share of Series D-1 Convertible Preferred Stock automatically converted into 1.137 shares of Common Stock without payment or further consideration. There was no expiration date for the Series D-1 Convertible Preferred Stock.

3. The securities are held by Morgenthaler Venture Partners IX, L.P. ("MVP IX"). The general partner of MVP IX is Morgenthaler Management Partners IX, LLC ("MMP IX"). MMP IX may be deemed to indirectly beneficially own the securities directly held by MVP IX. MMP IX disclaims beneficial ownership of the securities held by MVP IX except to the extent of its pecuniary interest therein.

Remarks:

	Morgenthaler Venture Partners IX, L.P., By: Morgenthaler Management Partners IX, LLC, its General Partner, By: /s/ Travis, Boettner, Chief Financial Officer and Chief, Compliance Officer	11/20/2018
	Morgenthaler Management Partners IX, LLC, By: /s/ Travis Boettner, Chief Financial, Officer and Chief Compliance Officer	11/20/2018
	** Signature of Reporting Person	Date
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