SEC FORM 4

SEC FORM 4 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).

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^*

LAWRENCE BRIAN

(Last)

(First)

(Middle)

100 DOMAIN DRIVE

(Street)

EXETER

03833

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2024

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								60,188⁽¹⁾	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)
Stock Option (right to buy)	$165.68	02/27/2024		D			3,550	⁽²⁾	01/01/2032	Common Stock	3,550	⁽³⁾	0	D
Stock Option (right to buy)	$0.915	02/27/2024		A		3,550		⁽²⁾	01/01/2032	Common Stock	3,550	⁽³⁾	3,550	D
Stock Option (right to buy)	$25.28	02/27/2024		D			6,625	⁽⁴⁾	05/10/2032	Common Stock	6,625	⁽³⁾	0	D
Stock Option (right to buy)	$0.915	02/27/2024		A		6,625		⁽⁴⁾	05/10/2032	Common Stock	6,625	⁽³⁾	6,625	D
Stock Option (right to buy)	$21.6	02/27/2024		D			6,834	⁽⁵⁾	01/02/2033	Common Stock	6,834	⁽³⁾	0	D
Stock Option (right to buy)	$0.915	02/27/2024		A		6,834		⁽⁵⁾	01/02/2033	Common Stock	6,834	⁽³⁾	6,834	D

Explanation of Responses:

1. Includes 37,319 shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Vapotherm, Inc. Amended and Restated 2018 Equity Incentive Plan.

2. This option vested as to 25% of the underlying shares on January 1, 2023 and thereafter, as to the remaining 75% of underlying shares, in 36 monthly installments, provided that the Reporting Person continues to serve as an employee or other service provider to the Issuer on each vesting date and otherwise subject to the Issuer's applicable equity incentive plan.

3. The transactions reported herein reflect a stock option repricing effective February 27, 2024 pursuant to which the exercise price of the repriced options was amended to reduce the exercise price to $0.915 per share, the closing price of the Issuer's common stock on February 27, 2024. There is no change to the expiration dates or the vesting schedule of the repriced options.

4. This option vested as to 25% of the underlying shares on January 1, 2024, and thereafter, as to the remaining 75% of underlying shares, in 36 monthly installments, provided that the Reporting Person continues to serve as an employee or other service provider to the Issuer on each vesting date and otherwise subject to the Issuer's applicable equity incentive plan.

5. This option vested as to 25% of the underlying shares on January 2, 2024, and thereafter, as to the remaining 75% of underlying shares, in 36 monthly installments, provided that the Reporting Person continues to serve as an employee or other service provider to the Issuer on each vesting date and otherwise subject to the Issuer's applicable equity incentive plan.

Remarks:

On August 18, 2023, a 1-for-8 reverse split of the common stock of Vapotherm, Inc. occurred resulting in a decrease in the number of shares held by the Reporting Person. In addition, proportionate adjustments to the Reporting Person's outstanding equity awards, including the exercise price and number of shares exercisable under the option awards listed in Table II to this Form 4, have been made to reflect the 1-for-8 reverse stock split.

	/s/ James Lightman, as Attorney In Fact	02/29/2024
	** 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).
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SEC Form 4 filed by Lawrence Brian