SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dungan George

(Last)

(First)

(Middle)

C/O VAPOTHERM, INC.

100 DOMAIN DRIVE

(Street)

EXETER

03833

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2018

3. Issuer Name and Ticker or Trading Symbol
VAPOTHERM INC [ VAPO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,105	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to purchase Common Stock	⁽¹⁾	08/13/2022	Common Stock	474	$1.54	D
Option to purchase Common Stock	⁽²⁾	07/01/2023	Common Stock	506	$1.54	D
Option to purchase Common Stock	⁽³⁾	04/16/2024	Common Stock	2,074	$1.54	D
Option to purchase Common Stock	⁽⁴⁾	07/01/2024	Common Stock	2,945	$1.54	D
Option to purchase Common Stock	⁽⁵⁾	04/16/2025	Common Stock	7,880	$1.54	D
Option to purchase Common Stock	⁽⁶⁾	01/20/2026	Common Stock	4,058	$1.54	D
Option to purchase Common Stock	⁽⁷⁾	01/20/2026	Common Stock	4,711	$1.68	D
Option to purchase Common Stock	⁽⁸⁾	01/18/2027	Common Stock	5,044	$1.68	D
Option to purchase Common Stock	⁽⁹⁾	10/18/2027	Common Stock	4,836	$1.68	D

Explanation of Responses:

1. The option vested and became exercisable as to 25% of the underlying shares on August 13, 2013 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter.

2. The option vested and became exercisable as to 25% of the underlying shares on July 1, 2014 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter.

3. The option vested and became exercisable as to 25% of the underlying shares on April 16, 2015 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter.

4. The option vested and became exercisable as to 25% of the underlying shares on July 1, 2015 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter.

5. The option vests and becomes exercisable as to 25% of the underlying shares on April 16, 2016 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

6. The option vests and becomes exercisable as to 25% of the underlying shares on January 20, 2017 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

7. The option vests and becomes exercisable as to 25% of the underlying shares on January 20, 2017 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

8. The option vests and becomes exercisable as to 25% of the underlying shares on January 18, 2018 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

9. The option vests and becomes exercisable as to 25% of the underlying shares on October 18, 2018 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

Remarks:

Vice President, Science & Innovation Exhibit List Exhibit 24 - Power of Attorney

	/s/ John Landry, as Attorney-In-Fact	11/13/2018
	** 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 5 (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.