Director Arnerich Anthony L. returned $344,305 worth of shares to the company (232,993 units at $1.48), closing all direct ownership in the company (SEC Form 4)
$VAPO
Medical/Dental Instruments
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VAPOTHERM INC [ VAPO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/20/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 09/20/2024 | D | 9,179 | D | (1) | 0 | D | |||
| Common Stock | 09/20/2024 | D | 2,625 | D | $2.18(2) | 0 | D | |||
| Common Stock | 09/20/2024 | D | 65,876 | D | (1) | 0 | I | By Anthony L. Arnerich Trust | ||
| Common Stock | 09/20/2024 | D | 6,112 | D | $2.18(3) | 0 | I | By Christine A. Arnerich Trust | ||
| Common Stock | 09/20/2024 | D | 149,201(4) | D | $2.18(5) | 0 | I | By 3x5 Partners, LLC(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy) | $112 | 09/20/2024 | D | 1,781 | (7) | 11/16/2028 | Common Stock | 1,781 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $150 | 09/20/2024 | D | 1,187 | (8) | 07/24/2029 | Common Stock | 1,187 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $18.48 | 09/20/2024 | D | 1,089 | (9) | 07/27/2032 | Common Stock | 1,089 | $0 | 0 | D | ||||
| 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 restricted 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. Pursuant to a 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. Consists of (i) 985 shares held by Arnerich 3x5 Special Opportunity Managers, L.P., of which 3x5 Partners, LLC is the general manager, (ii) 98,844 shares directly held by Vapotherm Investors, LLC, and (iii) 49,372 shares directly held by 3x5 Special Opportunity Fund, L.P. |
| 5. Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $2.18 per share. |
| 6. 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 Fund, 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. |
| 7. This option, which provided for vesting as to one-third of the underlying shares on November 16, 2019 and the remaining two-thirds of the underlying shares in two equal installments thereafter, 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 $0.00 since this option had an exercise price that exceeded $2.18. |
| 8. This option, which provided for vesting in full on the earlier of the first anniversary of the date of grant or the Company's 2020 annual meeting of stockholders, 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 $0.00 since this option had an exercise price that exceeded $2.18. |
| 9. This option, which provided for vesting in full on the earlier of the first anniversary of the date of grant or the Company's 2023 annual meeting of stockholders, 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 $0.00 since this option had an exercise price that exceeded $2.18. |
| /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). | ||
| 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. | ||