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^*

3x5 Partners, LLC

(Last)

(First)

(Middle)

2540 NE MARTIN LUTHER KING JR. BLVD.

(Street)

PORTLAND

97212

(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)

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)

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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	227,600	⁽¹⁾	I	By Vapotherm Investors, LLC⁽⁷⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	75,700	⁽²⁾	I	By Vapotherm Investors, LLC⁽⁷⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	849,239	⁽³⁾	I	By Vapotherm Investors, LLC⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,073,655	⁽⁴⁾	I	By Vapotherm Investors, LLC⁽⁷⁾
Series D-1 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	208,752	⁽⁵⁾	I	By Vapotherm Investors, LLC⁽⁷⁾
Warrant to purchase Series A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Series A Convertible Preferred Stock	42,857	⁽⁶⁾	I	By Vapotherm Investors, LLC⁽⁷⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	500,000	⁽¹⁾	I	By 3x5 Special Opportunity Fund, L.P.⁽⁸⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	285,714	⁽²⁾	I	By 3x5 Special Opportunity Fund, L.P.⁽⁸⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	264,244	⁽³⁾	I	By 3x5 Special Opportunity Fund, L.P.⁽⁸⁾

Explanation of Responses:

1. Series A Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series A Convertible Preferred Stock.

2. Series B Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series B Convertible Preferred Stock.

3. Series C Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series C Convertible Preferred Stock.

4. Series D Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series D Convertible Preferred Stock.

5. Series D-1 Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series D-1 Convertible Preferred Stock.

6. The warrants to purchase Series A Convertible Preferred Stock are exercisable at any time at the holder's election, and have an expiration date of September 7, 2022.

7. The Reporting Person is the managing member of Vapotherm Investors, LLC, the direct beneficial owner of these 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 its pecuniary interest therein.

8. The Reporting Person is a member of 3x5 Special Opportunity Partners, LLC. 3x5 Special Opportunity Partners, LLC is the general partner of 3x5 Special Opportunity Fund, L.P., the direct beneficial owner of these 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 its pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Anthony Ten Haagen, as Attorney-In-Fact	01/24/2020
	** 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).
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