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* Prescott General Partners LLC (Last) (First) (Middle) 2200 BUTTS ROAD SUITE 320 (Street) BOCA RATON FL 33431 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/05/2020	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) X Other (specify below) Member of Section 13(d) Group	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)
Common Stock	1,499,679	I	By Prescott Associates L.P.(1)
Common Stock	60,571	I	By Prescott International Partners L.P.(2)
Common Stock	701,955	I	By Idoya Partners L.P.(3)
Common Stock	76,473	I	By Prescott Investors Profit Sharing Trust(4)
Common Stock	300,000	I	By Ridgeview Smith Investments LLC(5)
Common Stock	131,500	I	By Thomas W. Smith Family Accounts(6)

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

1. Name and Address of Reporting Person* Prescott General Partners LLC (Last) (First) (Middle) 2200 BUTTS ROAD SUITE 320 (Street) BOCA RATON FL 33431 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Section 13(d) Group

1. Name and Address of Reporting Person* SMITH THOMAS W (Last) (First) (Middle) 2200 BUTTS ROAD SUITE 320 (Street) BOCA RATON FL 33431 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Section 13(d) Group

Explanation of Responses:

1. These shares are owned directly by Prescott Associates L.P. ("Prescott Associates"), a private investment limited partnership, and are beneficially owned indirectly by Prescott General Partners LLC ("PGP"), a Delaware limited liability company, as general partner of Prescott Associates. Messrs. Thomas W. Smith and Scott J. Vassalluzzo are each a managing member of PGP. PGP disclaims beneficial ownership of these shares in excess of its pecuniary interest under Rule 16a-1(a)(2)(ii)(B). The address for Prescott Associates is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.

2. These shares are owned directly by Prescott International Partners L.P. ("PIP"), a private investment limited partnership, and are beneficially owned indirectly by PGP as general partner of PIP. PGP disclaims beneficial ownership of these shares in excess of its pecuniary interest under Rule 16a-1(a)(2)(ii)(B). The address for PIP is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.

3. These shares are owned directly by Idoya Partners L.P. ("Idoya"), a private investment limited partnership, and are beneficially owned indirectly by PGP as general partner of Idoya. PGP disclaims beneficial ownership of these shares in excess of its pecuniary interest under Rule 16a-1(a)(2)(ii)(B). The address for Idoya is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.

4. These shares are owned directly by the Prescott Investors Profit Sharing Trust (the "Trust"), an employee profit-sharing plan for which Mr. Smith serves as a trustee. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose and Mr. Smith disclaims beneficial ownership of these shares under Rule 16a-8(b)(1). The address of the Trust is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.

5. These shares are owned directly by Ridgeview Smith Investments LLC ("Ridgeview"), a limited liability company established by Mr. Smith for the benefit of his family and are beneficially owned indirectly by Mr. Smith as trustee of a revocable trust he established for the benefit of his family and which is the sole member of Ridgeview. Mr. Smith disclaims beneficial ownership of these shares in excess of his pecuniary interest under Rule 16a-8(b)(2)(ii). The address of Ridgeview is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.

6. These shares are owned directly by investment accounts established for the benefit of certain family members of Thomas W. Smith. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose and Mr. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/ Scott J. Vassalluzzo, Managing Member, PRESCOTT GENERAL PARTNERS LLC	08/10/2020
	/s/ Thomas W. Smith	08/10/2020
	** 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).
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