Joseph Army - Sep 20, 2024 Form 4 Insider Report for VAPOTHERM INC (VAPO)

Role: President and CEO, Director
Signature: /s/ James A. Lightman, as Attorney In Fact
Stock symbol: VAPO
Transactions as of: Sep 20, 2024
Transactions value $: -$101,913
Form type: 4
Date filed: 9/24/2024, 04:43 PM
Previous filing: Feb 29, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VAPO	Common Stock	Disposed to Issuer		-392K	-100%		0	Sep 20, 2024	Direct	F1
transaction	VAPO	Common Stock	Disposed to Issuer	-$43.4K	-19.9K	-100%	$2.18	0	Sep 20, 2024	Direct	F2
transaction	VAPO	Common Stock	Disposed to Issuer		-40.6K	-100%		0	Sep 20, 2024	Kimberly D. Army Revocable Trust	F3
transaction	VAPO	Common Stock	Disposed to Issuer		-62	-100%		0	Sep 20, 2024	By spouse	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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	-$11.3K	-8.92K	-100%	$1.27	0	Sep 20, 2024	Common Stock	8.92K	$0.92	Direct	F4
transaction	VAPO	Stock Option (right to buy)	Disposed to Issuer	-$28.9K	-22.8K	-100%	$1.27	0	Sep 20, 2024	Common Stock	22.8K	$0.92	Direct	F5
transaction	VAPO	Stock Option (right to buy)	Disposed to Issuer	-$9.53K	-7.53K	-100%	$1.27	0	Sep 20, 2024	Common Stock	7.53K	$0.92	Direct	F6
transaction	VAPO	Stock Option (right to buy)	Disposed to Issuer	-$8.76K	-6.93K	-100%	$1.27	0	Sep 20, 2024	Common Stock	6.93K	$0.92	Direct	F7
transaction	VAPO	Stock Option (right to buy)	Disposed to Issuer	-$8	-6	-100%	$1.27	0	Sep 20, 2024	Common Stock	6	$0.92	By Spouse	F8
transaction	VAPO	Stock Option (right to buy)	Disposed to Issuer	-$30	-24	-100%	$1.27	0	Sep 20, 2024	Common Stock	24	$0.92	By Spouse	F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Joseph Army is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of pursuant to an Agreement and Plan of Merger (Merger Agreement), 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 June 17, 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 performance 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 at target performance. Pursuant to a Subscription Agreement (Subscription Agreement), dated as of June 17, 2024, between Topco and the reporting person, the reporting person agreed to use such proceeds to subscribe for Topco common units.
F3	Disposed of pursuant to the Merger Agreement and a Rollover Agreement, dated as of September 20, 2024, among Topco, the Company and the reporting person's spouse in exchange for an aggregate number of Topco common units at a price per unit of $2.18.
F4	This option, which provided for vesting, subject to the satisfaction of performance conditions, as to 25% of the underlying shares on January 11, 2020, 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 $11,285.07. 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 1, 2021, 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 $28,881.21. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.
F6	This option, which provided for vesting, subject to the satisfaction of performance conditions, as to 25% of the underlying shares on January 1, 2021, 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 $9,529.25. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.
F7	This option, which provided for vesting as to 25% of the underlying shares on January 1, 2022 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 $8,760.12. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.
F8	This option, which was held by the reporting person's spouse and provided for vesting as to 25% of the underlying shares on January 11, 2019 and thereafter as to the remaining 75% of the underlying shares in 36 nearly equal 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 $7.59.
F9	This option, which was held by the reporting person's spouse and provided for vesting as to 25% of the underlying shares on January 11, 2020 and thereafter as to the remaining 75% of the underlying shares in 36 nearly equal 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 $30.36.