Sec Form 13G Filing - SightLine Partners LLC filing for VAPOTHERM INC (VAPO) - 2020-05-29

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

NAME OF REPORTING PERSONS

SightLine Partners LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

833,392 Shares¹

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

833,392 Shares¹

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

833,392 Shares¹

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.3%²

TYPE OF REPORTING PERSON

OO

Consists of (i) 356,618 shares held and 9,168 shares that may be acquired pursuant to the exercise of warrants held of record b SightLine Healthcare Opportunity Fund II, L.P. (“SL II”), (ii) 124,414 shares held and 3,198 shares that may be acquired pursuant to the exercise of warrants held of record by SightLine Healthcare Opportunity Fund II-A, L.P. (“SL II-A”), and (iii) 331,472 shares held and 8,522 shares that may be acquired pursuant to the exercise of warrants held of record by SightLine Healthcare Opportunity Fund II-B, L.P. (SL II-B”)

The percentage set forth in row (11) is based on (i) the 24,986,185 outstanding shares of common stock, par value $0.001 per share (“Common Stock”), of Vapotherm, Inc., a Delaware corporation (the “Issuer”), reported by the Issuer to be outstanding immediately after the Issuer’s secondary offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with the Securities and Exchange Commission (“SEC”) on May 6, 2020 after giving effect to the exercise in full of the underwriters’ over-allotment option as reported by the Issuer on May 12, 2020 and (ii) (x) 9,168 shares of Common Stock issuable upon the exercise of warrants held by SL II, (y) 3,198 shares of Common Stock issuable upon the exercise of warrants held by SL II-A and (z) 8,522 shares of Common Stock issuable upon the exercise of warrants held by SL II-B.

NAME OF REPORTING PERSON

SightLine Healthcare Opportunity Fund II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

365,786 Shares

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

365,786 Shares

AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON

365,786 Shares³

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.5%³

TYPE OF REPORTING PERSON

PN

The percentage set forth in row (11) is based on (i) the 24, 986,185 outstanding shares of Common Stock of the Issuer, reported by the Issuer to be outstanding immediately after the Issuer’s secondary offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with the SEC on May 6, 2020, after giving effect to the exercise in full of the underwriters’ over-allotment option as reported by the Issuer on May 12, 2020 and (ii) 9,168 shares of Common Stock issuable upon the exercise of warrants held by SL II.

NAME OF REPORTING PERSONS

SightLine Healthcare Opportunity Fund II-A, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

127,612 Shares

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

127,612 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

127,612 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.5%⁴

TYPE OF REPORTING PERSON

PN

The percentage set forth in row (11) is based on (i) the 24,986,185 outstanding shares of Common Stock of the Issuer, reported by the Issuer to be outstanding immediately after the Issuer’s secondary offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with the SEC on May 6, 2020, after giving effect to the exercise in full Normal;of the underwriters’ over-allotment option as reported by the Issuer on May 12, 2020 and (ii) 3, 198 shares of Common Stock issuable upon the exercise of warrants held by SL II-A.

NAME OF REPORTING PERSONS

SightLine Healthcare Opportunity Fund II-B, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

339,994 Shares

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

339,994 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

339,994 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.4%⁵

TYPE OF REPORTING PERSON

PN

The percentage set forth in row (11) is based on (i) the 24,986,185 outstanding shares of Common Stock of the Issuer, reported by the Issuer to be outstanding immediately after the Issuer’s secondary offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with the SEC on May 6, 2020, after giving effect to the exercise in full of the underwriters’ over-allotment option as reported by the Issuer on May 12, 2020 and (ii) 8,522 shares of Common Stock issuable upon the exercise of warrants held by SL II-B.

NAME OF REPORTING PERSONS

Buzz Benson

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

833,392 Shares⁶

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

833,392 Shares⁶

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

833,392 Shares⁶

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.3%⁷

TYPE OF REPORTING PERSON

IN

Consists of (i) 356,618 shares held and 9,168 shares that may be acquired pursuant to the exercise of warrants held of record by SL II, (ii) 124,414 shares held and 3,198 shares that may be acquired pursuant to the exercise of warrants held of record by SL II-A, and (iii) 331,472 shares held and 8,522 shares that may be acquired pursuant to the exercise of warrants held of record by SL II-B

The percentage set forth in row (11) is based on (i) the 24,986,185 outstanding shares of Common Stock of the Issuer, reported by the Issuer to be outstanding immediately after the Issuer’s secondary offering on the Issuer’s prospectus field under Rule 424(b)(5), filed with the SEC on May 6, 2020, after giving effect to the exercise in full of the underwriters’ over-allotment option as reported by the Issuer on May 12, 2020 and (ii)(x) 9,168 shares of Common Stock issuable upon the exercise of warrants held by SL II, (y) 3,198 shares of Common Stock issuable upon the exercise of warrants held by SL II-A and (z) 8,522 shares of Common Stock issuable upon the exercise of warrants held by SL II-B

NAME OF REPORTING PERSONS

Joseph Biller

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

833,392 Shares⁸

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

833,392 Shares⁸

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

833,392 Shares⁸

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.3%⁹

TYPE OF REPORTING PERSON

IN

Consists of (i) 356,618 shares held and 9.168 shares that may be acquired pursuant to the exercise of warrants of record held by SL II, (ii) 124,414 shares held and 3,198 shares that may be acquired pursuant to the exercise of warrants held of record by SL II-A, and (iii) 331,472 shares held and 8,522 shares that may be acquired pursuant to the exercise of warrants held of record by SL II-B

The percentage set forth in row (11) is based on (i) the 24,986,185 outstanding shares of Common Stock of the Issuer, reported by the Issuer to be outstanding immediately after the Issuer’s secondary offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with the SEC on May 6, 2020, after giving effect to the exercise in full of the underwriters’ over-allotment option as reported by the Issuer on May 12, 2020 and (ii)(x) 9,168 shares of Common Stock issuable upon the exercise of warrants held by SL II, (y) 3,198 shares of Common Stock issuable upon the exercise of warrants held by SL II-A and (z) 8,522 shares of Common Stock issuable upon the exercise or warrants held by SL II-B

Name of Issuer:

Address of the Issuer’s Principal Executive Offices:

Name of Person Filing:

SightLine Partners LLC, a Delaware limited liability company (“SLP”), as sole general partner of SL II, SL II-A and SL II-B, with respect to the shares of Common Stock directly owned by SL II, SL II-A, and SL II-B;

SL II, a Delaware limited liability partnership, with respect to the shares of Common Stock directly owned by it;

SL II-A, a Delaware limited partnership, with respect to the shares of Common Stock directly owned by it;

SL II-B, a Delaware limited liability partnership, with respect to the shares of Common Stock directly owned by it;

Buzz Benson, as director and/or member of SLP with respect to the shares of Common Stock directly owned by SL II, SL II-A, and SL II-B and;

Joseph Biller, as director and/or member of SLP with respect to the shares of Common Stock directly owned by SL II, SL II-A, and SL II-B.

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);;

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

An investment adviser in accordance with §240.13d-1(b)(1)(ii)E;

An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Ownership:

Amount beneficially owned:

Percent of Class:

Number of shares as to which such person has:

sole power to vote or direct the vote:

shared power to vote or direct the vote:

sole power to dispose or to direct the disposition of:

shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications: