Sec Form 13D Filing - Vapotherm Investors LLC filing for VAPOTHERM INC (VAPO) - 2020-12-16

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 PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  Vapotherm Investors, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,350,587

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,350,587

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,350,587

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  5.3%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

The percentage set forth in row (13) is based on the 25,661,162 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 as of October 29, 2020 on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 4, 2020.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  3x5 Special Opportunity Fund, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  604,974

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  604,974

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  604,974

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.4%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  3x5 Special Opportunity Partners, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  604,974⁽²⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  604,974⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  604,974⁽²⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.4%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Includes 604,974 shares of Common Stock owned by 3x5 Special Opportunity Fund, L.P., a Delaware limited partnership (“3x5 SOF”). 3x5 Special Opportunity Partners, LLC, a Delaware limited liability company (“3x5 SOP”), is the general partner of 3x5 SOF and has voting and dispositive power of the shares of Common Stock held by 3x5 SOF, and as a result, may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  3x5 Partners, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,960,811⁽³⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,960,811⁽³⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,960,811⁽³⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.6%⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

Includes (i) 5,250 shares held by Arnerich 3x5 Special Opportunity Managers, L.P., a Delaware limited partnership (“Arnerich 3x5”), (ii) 1,350,587 shares of Common Stock held by Vapotherm Investors, LLC, a Delaware limited liability company (“VIL”), and (iii) 604,974 shares of Common Stock held by 3x5 SOF. 3x5 Partners, LLC, a Delaware limited liability company (“3x5 Partners”), is the general partner of Arnerich 3x5, and has voting and dispositive power of the shares of Common Stock held by Arnerich 3x5, and as a result, may be deemed to beneficially own the shares of Common Stock owned by Arnerich 3x5. 3x5 Partners is the managing member of VIL and has voting and dispositive power of the shares of Common Stock held by VIL, and as a result, may be deemed to beneficially own the shares of Common Stock owned by VIL. 3x5 Partners is a member of 3x5 SOP, which is the general partner of 3x5 SOF, and has voting and dispositive power of the shares of Common Stock held by 3x5 SOF, and as a result, may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  Arnerich 3x5 Special Opportunity Managers, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  5,250

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  5,250

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,250

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  *%⁽¹⁾

  TYPE OF REPORTING PERSON

  PN

Denotes less than 0.1%.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  Anthony L. Arnerich

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  12,192⁽⁴⁾

  SHARED VOTING POWER

  1,960,811⁽⁵⁾

  SOLE DISPOSITIVE POWER

  12,192

  SHARED DISPOSITIVE POWER

  1,960,811⁽⁵⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,973,003⁽⁴⁾⁽⁵⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.7%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

Includes 2,984 shares of Common Stock held by the Anthony L. Arnerich Trust.

Includes (i) 604,974 shares of Common Stock held by 3x5 SOF, (ii) 1,350,587 shares of Common Stock held by VIL, and (iii) 5,250 shares of Common Stock held by Arnerich 3x5. Mr Arnerich is a managing member of 3x5 Partners, the managing member of VIL and a member of 3x5 SOP, the general partner of 3x5 SOF, and the general partner of Arnerich 3x5. As a result, Mr. Arnerich may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF, VIL, 3x5 Partners, and Arnerich 3x5. Mr. Arnerich is a member of the Issuer’s Board of Directors.

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

  Nicholas T. Walrod

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,006⁽⁶⁾

  SHARED VOTING POWER

  1,960,811⁽⁷⁾

  SOLE DISPOSITIVE POWER

  1,006⁽⁶⁾

  SHARED DISPOSITIVE POWER

  1,960,811⁽⁷⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,961,817⁽⁶⁾⁽⁷⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.6%⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

Represents shares of Common Stock held by the Nicholas T. Walrod Trust.

Includes (i) 604,974 shares of Common Stock held by 3x5 SOF, (ii) 1,350,587 shares of Common Stock held by VIL, and (iii) 5,250 shares of Common Stock held by Arnerich 3x5. Mr Walrod is a managing member of 3x5 Partners, the managing member of VIL and a member of 3x5 SOP, the general partner of 3x5 SOF, and the general partner of Arnerich 3x5. As a result, Mr. Walrod may be deemed to beneficially own the shares of Common Stock owned by 3x 5 SOF, VIL, 3x5 Partners, and Arnerich 3x5.

Entity or Individual

Vapotherm Investors, LLC

3x5 Special Opportunity Fund, L.P.

3x5 Special Opportunity Partners, LLC⁽¹⁾

3x5 Partners, LLC⁽²⁾

Arnerich 3x5 Special Opportunity Managers, L.P.

Anthony L. Arnerich⁽³⁾

Nicholas T. Walrod⁽⁴⁾

Based on the 25,661,162 outstanding shares of Common Stock reported by the Issuer to be outstanding as of October 29, 2020 on the Issuer’s Form 10-Q, filed with the SEC on November 4, 2020.

Denotes less than 0.1%.

3x5 SOP, as the general partner of 3x5 SOF, may be deemed to beneficially own the 604,974 shares of Common Stock owned by 3x5 SOF.

3x5 Partners, as the managing member of VIL, a member of 3x5 SOP (the general partner of 3x5 SOF), and the general partner of Arnerich 3x5, may be deemed to beneficially own the 1,350,587 shares of Common Stock owned by VIL, the 604,974 shares of Common Stock owned by 3x5 SOP, and the 5,250 shares of Common Stock owned by Arnerich 3x5.

Mr Arnerich is a managing member of 3x5 Partners, which is the managing member of VIL, a member of 3x5 SOP (the general partner of 3x5 SOF), and the general partner of Arnerich 3x5. As a result, Mr. Arnerich may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF, VIL, 3x5 Partners, and Arnerich 3x5. Mr. Arnerich is a member of the Issuer’s board of directors.

Mr Walrod is a managing member of 3x5 Partners, which is the managing member of VIL, a member of 3x5 SOP (the general partner of 3x5 SOF), and the general partner of Arnerich 3x5. As a result, Mr. Walrod may be deemed to beneficially own the shares of Common Stock owned by 3x5 SOF, VIL, 3x5 Partners, and Arnerich 3x5.

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

/s/ Nicholas T. Walrod

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich