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* MORGENTHALER VENTURE PARTNERS IX LP (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (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 X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	214,285	(1)	D(6)
Series B Convertible Preferred Stock	(2)	(2)	Common Stock	217,803	(2)	D(6)
Series C Convertible Preferred Stock	(3)	(3)	Common Stock	359,842	(3)	D(6)
Series D Convertible Preferred Stock	(4)	(4)	Common Stock	129,418	(4)	D(6)
Series D-1 Convertible Preferred Stock	(5)	(5)	Common Stock	53,951	(5)	D(6)

1. Name and Address of Reporting Person* MORGENTHALER VENTURE PARTNERS IX LP (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Morgenthaler Management Partners IX, LLC (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock is convertible, for no additional consideration, into one (1) share of Common Stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the Issuer. There is no expiration date for the Series A Convertible Preferred Stock.

2. Each share of Series B Convertible Preferred Stock is convertible, for no additional consideration, into one (1) share of Common Stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the Issuer. There is no expiration date for the Series B Convertible Preferred Stock.

3. Each share of Series C Convertible Preferred Stock is convertible, for no additional consideration, into one (1) share of Common Stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the Issuer. There is no expiration date for the Series C Convertible Preferred Stock.

4. Each share of Series D Convertible Preferred Stock is convertible, for no additional consideration, into one (1) share of Common Stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the Issuer. There is no expiration date for the Series D Convertible Preferred Stock.

5. Each share of Series D-1 Convertible Preferred Stock is convertible, for no additional consideration, into one (1) share of Common Stock, provided that if the Issuer, subject to certain exceptions issues, or is deemed to have issued securities at a deemed price per share of the Issuer's Common Stock that is lower than $15.918 per share (the "Lower Price"), then each share of Series D-1 Convertible Preferred Stock will be convertible into such number of shares of the Issuer's Common Stock as is equal to the quotient obtained by dividing (1) $15.918 by (2) the Lower Price.

6. The securities are held by Morgenthaler Venture Partners IX, L.P. ("MVP IX"). The general partner of MVP IX is Morgenthaler Management Partners IX, LLC ("MMP IX"). MMP IX may be deemed to indirectly beneficially own the securities directly held by MVP IX. MMP IX disclaims beneficial ownership of the securities held by MVP IX except to the extent of its pecuniary interest therein.

Remarks:

	Morgenthaler Venture Partners IX, L.P., By: Morgenthaler Management Partners IX, LLC, its General Partner, By: /s/ Travis Boettner, Chief Financial Officer and Chief Compliance Officer	11/13/2018
	Morgenthaler Management Partners IX, LLC, By: /s/ /s/ Travis Boettner, Chief Financial Officer and Chief Compliance Officer	11/13/2018
	** Signature of Reporting Person	Date
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