Amended Statement of Changes in Beneficial Ownership (4/a)
March 26 2020 - 3:49PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Walrod Nicholas T. |
2. Issuer Name and Ticker or Trading Symbol
VAPOTHERM INC
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VAPO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VAPOTHERM INVESTORS, LLC, 2540 NE MARTIN LUTHER KING JR. BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2018 |
(Street)
PORTLAND, OR 97212
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
1/24/2020 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/16/2018 | | C | | 2042595 | A | (1) | 2042595 | I | By Vapotherm Investors, LLC (3) |
Common Stock | 11/16/2018 | | C | | 208752 | A | (2) | 2251347 | I | By Vapotherm Investors, LLC (3) |
Common Stock | 11/16/2018 | | C | | 1049958 | A | (1) | 1049958 | I | By 3x5 Special Opportunity Fund, L.P. (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | | | 227600 | (1) | (1) | Common Stock | 227600 | $0.00 | 0 | I | By Vapotherm Investors, LLC (3) |
Series B Convertible Preferred Stock | (1) | 11/16/2018 | | C | | | 75700 | (1) | (1) | Common Stock | 75700 | $0.00 | 0 | I | By Vapotherm Investors, LLC (3) |
Series C Convertible Preferred Stock | (1) | 11/16/2018 | | C | | | 849239 | (1) | (1) | Common Stock | 849239 | $0.00 | 0 | I | By Vapotherm Investors, LLC (3) |
Series D Convertible Preferred Stock | (1) | 11/16/2018 | | C | | | 890056 | (1) | (1) | Common Stock | 890056 | $0.00 | 0 | I | By Vapotherm Investors, LLC (3) |
Series D-1 Convertible Preferred Stock | (2) | 11/16/2018 | | C | | | 208752 | (2) | (2) | Common Stock | 208752 | $0.00 | 0 | I | By Vapotherm Investors, LLC (3) |
Warrant to purchase Series A Convertible Preferred Stock (4) | $14.48 | 11/16/2018 | | J (4) | | | 42857 | 11/16/2018 | 9/7/2022 | Common Stock (4) | 42857 | $0.00 | 42857 | I | By Vapotherm Investors, LLC (3) |
Series A Convertible Preferred Stock | (1) | 11/16/2018 | | C | | | 500000 | (1) | (1) | Common Stock | 500000 | $0.00 | 0 | I | By 3x5 Special Opportunity Fund, L.P. (3) |
Series B Convertible Preferred Stock | (1) | 11/16/2018 | | C | | | 285714 | (1) | (1) | Common Stock | 285714 | $0.00 | 0 | I | By 3x5 Special Opportunity Fund, L.P. (3) |
Series C Convertible Preferred Stock | (1) | 11/16/2018 | | C | | | 264244 | (1) | (1) | Common Stock | 264244 | $0.00 | 0 | I | By 3x5 Special Opportunity Fund, L.P. (3) |
Explanation of Responses: |
(1) | Upon closing of the Issuer's initial public offering, 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 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) | Immediately prior to the closing of the Issuer's initial public offering, each outstanding Warrant to Purchase Series A Convertible Preferred Stock automatically converted into a Warrant to Purchase Common Stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Walrod Nicholas T. C/O VAPOTHERM INVESTORS, LLC 2540 NE MARTIN LUTHER KING JR. BLVD. PORTLAND, OR 97212 |
| X |
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Signatures
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/s/ Anthony Ten Haagen, as Attorney-In-Fact | | 3/26/2020 |
**Signature of Reporting Person | Date |
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