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)
10/01/2020

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)
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	10/01/2020		X		42,857	A	$14	1,814,082	I	By Vapotherm Investors, LLC⁽²⁾
Common Stock	10/01/2020		S⁽³⁾		20,689	D	$29	1,793,393	I	By Vapotherm Investors, LLC⁽²⁾
Common Stock								839,966	I	By 3x5 Special Opportunity Fund, L.P.⁽⁴⁾
Common Stock								2,625	I	By Arnerich 3x5 Special Opportunity Managers, L.P.⁽⁵⁾
Common Stock								30,000	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)
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)
Warrant to Purchase Common Stock⁽¹⁾	$14	10/01/2020		X			42,857	09/07/2012	09/07/2022	Common Stock⁽¹⁾	42,857	$0.00	0	I	By Vapotherm Investors, LLC⁽²⁾

Explanation of Responses:

1. Warrants to purchase Series A Convertible Preferred Stock converted automatically into Warrants to purchase Common Stock upon the consummation of the Issuer's initial public offering..

2. 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.

3. On October 1, 2020, Vapotherm Investors, LLC exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 20,689 of the warrant shares to pay the exercise price and issuing to Vapotherm Investors, LLC the remaining 22,168 shares.

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.

5. The Reporting Person is the general manager of Arnerich 3x5 Special Opportunity Managers, L.P. 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/ Nicholas T. Walrod, managing member	10/02/2020
	** 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