John Landry - 20 Sep 2024 Form 4 Insider Report for VAPOTHERM INC

Footnote 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.

Footnote 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 June 17, 2024, between Topco and the reporting person, the reporting person agreed to use such proceeds to subscribe for Topco common units.

Footnote F3

Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $2.18 per share.

Footnote F4

This option, which provided for vesting as to 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 $4,431.30. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

Footnote 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 $4,111.25. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

Footnote F6

This option, which provided for vesting, subject to the satisfaction of performance conditions, as to 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 $12,577.90. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

Footnote 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 $2,719.75. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

Footnote F8

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 $3,873.43. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

Footnote F9

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 $8,380.62. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

Footnote F10

This option, which provided for vesting as 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.