| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VAPO | Common Stock | Disposed to Issuer | -22.9K | -100% | 0 | Sep 20, 2024 | Direct | F1 | ||
| transaction | VAPO | Common Stock | Disposed to Issuer | -$81.4K | -37.3K | -100% | $2.18 | 0 | Sep 20, 2024 | Direct | F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VAPO | Stock Option (right to buy) | Disposed to Issuer | -$4.49K | -3.55K | -100% | $1.27 | 0 | Sep 20, 2024 | Common Stock | 3.55K | $0.92 | Direct | F3 |
| transaction | VAPO | Stock Option (right to buy) | Disposed to Issuer | -$8.38K | -6.63K | -100% | $1.27 | 0 | Sep 20, 2024 | Common Stock | 6.63K | $0.92 | Direct | F4 |
| transaction | VAPO | Stock Option (right to buy) | Disposed to Issuer | -$8.65K | -6.83K | -100% | $1.27 | 0 | Sep 20, 2024 | Common Stock | 6.83K | $0.92 | Direct | F5 |
Brian Lawrence is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Disposed of pursuant to an Agreement and Plan of Merger, dated as of June 17, 2024, among Veronica Holdings, LLC (Topco), Veronica Intermediate Holdings, LLC, Veronica Merger Sub, Inc. and Vapotherm, Inc. (Company) and a Rollover Agreement, dated as of September 20, 2024, among Topco, the Company and the reporting person in exchange for an aggregate number of Topco common units at a price per unit of $2.18. |
| F2 | The restricted stock unit awards, which these shares were subject to, were canceled in the merger in exchange for a cash payment of $2.18 per underlying share. Pursuant to a Subscription Agreement (Subscription Agreement), dated as of September 20, 2024, between Topco and the reporting person, the reporting person agreed to use such proceeds to subscribe for Topco common units. |
| F3 | This option, which provided for vesting as to 25% of the underlying shares on January 1, 2023 and thereafter, as to the remaining 75% of underlying shares, in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $4,490.75. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units. |
| F4 | This option, which provided for vesting as to 25% of the underlying shares on January 1, 2024, and thereafter, as to the remaining 75% of underlying shares, in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $8,380.63. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units. |
| F5 | This option, which provided for vesting as to 25% of the underlying shares on January 2, 2024, and thereafter, as to the remaining 75% of underlying shares, in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $8,645.01. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units. |