Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  Vapotherm Investors, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,294,204

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,294,204

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,294,204

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  13.2%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

The percentage set forth in row (13) is based on the 17,332,925 outstanding shares of common stock, par value $0.001 per share (Common Stock), of Vapotherm, Inc., a Delaware corporation (the Issuer), reported by the Issuer to be outstanding immediately after the Issuers initial public offering on the Issuers prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission (SEC) on November 13, 2018, after giving effect to the exercise in full of the underwriters over-allotment option as reported by the Issuer on November 16, 2018.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  3x5 Special Opportunity Fund, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,049,958

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,049,958

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,049,958

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  6.1%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  3x5 Special Opportunity Partners, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,049,958⁽²⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,049,958⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,049,958⁽²⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  6.1%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Includes 1,049,958 shares of Common Stock owned by 3x5 Special Opportunity Fund, L.P., a Delaware limited partnership (3x5 SOF). 3x5 Special Opportunity Partners, LLC, a Delaware limited liability company (3x5 SOP), is the general partner of 3x5 SOF and has voting and dispositive power of the shares of Common Stock held by 3x5 SOF, and as a result, may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  3x5 Partners, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  3,344,162⁽³⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  3,344,162⁽³⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,344,162⁽³⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.3%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Includes 2,294,204 shares of Common Stock held by Vapotherm Investors, LLC, a Delaware limited liability company (VIL), and 1,049,958 shares of Common Stock held by 3x5 SOF. 3x5 Partners, LLC, a Delaware limited liability company (3x5 Partners), is the managing member of VIL and has voting and dispositive power of the shares of Common Stock held by VIL, and as a result, may be deemed to beneficially own the shares of Common Stock owned by VIL. 3x5 Partners is a member of 3x5 SOP, which is the general partner of 3x5 SOF, and has voting and dispositive power of the shares of Common Stock held by 3x5 SOF, and as a result, may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  Anthony L. Arnerich

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  3,344,162⁽⁴⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  3,344,162⁽⁴⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,344,162⁽⁴⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.3%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

Includes 1,049,958 shares of Common Stock held by 3x5 SOF, and 2,294,204 shares of Common Stock held by VIL. Mr Arnerich is a managing member of 3x5 Partners, the managing member of VIL and a member of 3x5 SOP, the general partner of 3x5 SOF. As a result, Mr. Arnerich may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF and VIL. Mr. Arnerich is a member of the Issuers Board of Directors.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  Nicholas T. Walrod

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  3,344,162⁽⁵⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  3,344,162⁽⁵⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,344,162⁽⁵⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.3%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

Includes 1,049,958 shares of Common Stock held by 3x5 SOF, and 2,294,204 shares of Common Stock held by VIL. Mr Walrod is a managing member of 3x5 Partners, the managing member of VIL and a member of 3x5 SOP, the general partner of 3x5 SOF. As a result, Mr. Walrod may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF and VIL.

Name of Person Filing (each a Reporting Person and collectively, the Reporting Person)

Residence or Business Address

Present Principal Occupation or Employment

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been named as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of the Reporting Persons who is a natural person is a citizen of the United States of America.

VIL purchased an aggregate of 227,600shares of Series A convertible preferred stock of the Issuer, 75,700shares of Series B convertible preferred stock of the Issuer, 849,239shares of Series C convertible preferred stock of the Issuer, 890,056shares of Series D convertible preferred stock of the Issuer, and 208,752shares of Series D-1 convertible preferred stock of the Issuer, all in a series of private placement transactions for an aggregate purchase price of approximately $33,039,609, and was granted an aggregate of 42,857 warrants to purchase Series A convertible preferred stock of the Issuer that are exercisable at any time and have an expiration date of September 7, 2022.

3x5 SOF purchased an aggregate of 500,000shares of Series A convertible preferred stock of the Issuer, 285,714shares of Series B convertible preferred stock of the Issuer, and 264,244shares of Series C convertible preferred stock of the Issuer, all in a series of private placement transactions for an aggregate purchase price of approximately $14,699,422.

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

Any material change in the present capitalization or dividend policy of the Issuer;

Any other material change in the Issuers business or corporate structure;

Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the Act); or

Any action similar to any of those enumerated above.

Entity or Individual

Vapotherm Investors, LLC

3x5 Special Opportunity Fund, L.P.

3x5 Special Opportunity Partners, LLC⁽¹⁾

3x5 Partners, LLC⁽²⁾

Anthony L. Arnerich⁽³⁾

Nicholas T. Walrod⁽⁴⁾

Based on the 17,332,925 outstanding shares of Common Stock reported by the Issuer to be outstanding immediately after the IPO on the Issuers prospectus filed under Rule 424(b)(4), filed with the SEC on November 13, 2018, after giving effect to the exercise in full of the underwriters over-allotment option as reported by the Issuer on November 16, 2018.

3x5 SOP, as the general partner of 3x5 SOF, may be deemed to beneficially own the 1,049,958 shares of Common Stock owned by 3x5 SOF.

3x5 Partners, as the managing member of VIL and a member of 3x5 SOP, may be deemed to beneficially own the 2,294,204 shares of Common Stock owned by VIL and the 1,049,958 shares of Common Stock owned by 3x5 SOP.

Mr Arnerich is a managing member of 3x5 Partners, the managing member of VIL and a member of 3x5 SOP, the general partner of 3x5 SOF. As a result, Mr. Arnerich may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF and VIL. Mr. Arnerich is a member of the Issuers board of directors.

Mr Walrod is a managing member of 3x5 Partners, the managing member of VIL and a member of 3x5 SOP, the general partner of 3x5 SOF. As a result, Mr. Walrod may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF and VIL.

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Nicholas T. Walrod

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Nicholas T. Walrod