3x5 Partners Form 4 Change in insider ownership

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^*

3x5 Partners, LLC

(Last)

(First)

(Middle)

2540 NE MARTIN LUTHER KING JR. BLVD.

(Street)

PORTLAND

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)
11/16/2018

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	11/16/2018		C		2,042,595	A	⁽¹⁾	2,042,595	I	By Vapotherm Investors, LLC⁽³⁾
Common Stock	11/16/2018		C		208,752	A	⁽²⁾	2,251,347	I	By Vapotherm Investors, LLC⁽³⁾
Common Stock	11/16/2018		C		42,857	A	⁽¹⁾	2,294,204	I	By Vapotherm Investors, LLC⁽³⁾
Common Stock	11/16/2018		C		1,049,958	A	⁽¹⁾	1,049,958	I	By 3x5 Special Opportunity Fund, L.P.⁽⁴⁾

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)
Series A Convertible Preferred Stock	⁽¹⁾	11/16/2018		C			227,600	⁽¹⁾	⁽¹⁾	Common Stock	227,600	$0.00	0	I	By Vapotherm Investors, LLC⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	11/16/2018		C			75,700	⁽¹⁾	⁽¹⁾	Common Stock	75,700	$0.00	0	I	By Vapotherm Investors, LLC⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	11/16/2018		C			849,239	⁽¹⁾	⁽¹⁾	Common Stock	849,239	$0.00	0	I	By Vapotherm Investors, LLC⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	11/16/2018		C			890,056	⁽¹⁾	⁽¹⁾	Common Stock	890,056	$0.00	0	I	By Vapotherm Investors, LLC⁽³⁾
Series D-1 Convertible Preferred Stock	⁽²⁾	11/16/2018		C			208,752	⁽²⁾	⁽²⁾	Common Stock	208,752	$0.00	0	I	By Vapotherm Investors, LLC⁽³⁾
Warrant to purchase Series A Convertible Preferred Stock	⁽¹⁾	11/16/2018		C			42,857	⁽¹⁾	⁽¹⁾	Common Stock	42,857	$0.00	0	I	By Vapotherm Investors, LLC⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	11/16/2018		C			500,000	⁽¹⁾	⁽¹⁾	Common Stock	500,000	$0.00	0	I	By 3x5 Special Opportunity Fund, L.P.⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	11/16/2018		C			285,714	⁽¹⁾	⁽¹⁾	Common Stock	285,714	$0.00	0	I	By 3x5 Special Opportunity Fund, L.P.⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	11/16/2018		C			264,244	⁽¹⁾	⁽¹⁾	Common Stock	264,244	$0.00	0	I	By 3x5 Special Opportunity Fund, L.P.⁽⁴⁾

Explanation of Responses:

1. Upon closing of the Issuer's initial public offering, each Warrant and 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 Reporting Person is the managing member of Vapotherm Investors, LLC, the direct beneficial owner of these 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 its pecuniary interest therein.

4. The Reporting Person is a member of 3x5 Special Opportunity Partners, LLC. 3x5 Special Opportunity Partners, LLC is the general partner of 3x5 Special Opportunity Fund, L.P., the direct beneficial owner of these 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 its pecuniary interest therein.

Remarks:

	/s/ Anthony Ten Haagen, as Attorney-In-Fact	01/24/2020
	** 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.

3x5 Partners Form 4Change in insider ownership