Anthony L. Arnerich - 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, 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 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.

Footnote F4

Consists of (i) 985 shares held by Arnerich 3x5 Special Opportunity Managers, L.P., of which 3x5 Partners, LLC is the general manager, (ii) 98,844 shares directly held by Vapotherm Investors, LLC, and (iii) 49,372 shares directly held by 3x5 Special Opportunity Fund, L.P.

Footnote F5

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

Footnote F6

The reporting person is a managing member of 3x5 Partners, LLC. 3x5 Partners, LLC is the managing member of Vapotherm Investors, LLC and a member of 3x5 Special Opportunity Partners, LLC, which is the general partner of 3x5 Special Opportunity Fund, L.P., and by virtue of these relationships 3x5 Partners, LLC may be deemed to indirectly beneficially own the shares directly held by Vapotherm Investors, LLC and 3x5 Special Opportunity Fund, L.P. As a managing member of 3x5 Partners, LLC the reporting person shares voting and dispositive power over such 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 his pecuniary interest therein.

Footnote F7

This option, which provided for vesting as to one-third of the underlying shares on November 16, 2019 and the remaining two-thirds of the underlying shares in two equal installments thereafter, 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 $0.00 since this option had an exercise price that exceeded $2.18.

Footnote F8

This option, which provided for vesting in full on the earlier of the first anniversary of the date of grant or the Company's 2020 annual meeting of stockholders, 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 $0.00 since this option had an exercise price that exceeded $2.18.

Footnote F9

This option, which provided for vesting in full on the earlier of the first anniversary of the date of grant or the Company's 2023 annual meeting of stockholders, 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 $0.00 since this option had an exercise price that exceeded $2.18.