Sec Form 13D Filing - Gilde Healthcare Holding B.V. @ VAPOTHERM INC

Sec Form 13D Filing - Gilde Healthcare Holding B.V. filing for VAPOTHERM INC (VAPO) - 2020-05-19

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

(Amendment No. 2)*

VAPOTHERM, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

922107107 (CUSIP number)

M.O.J.M. Perret

Cooperatieve Gilde Healthcare III Sub-Holding UA

Newtonlaan 91

3584 BP Utrecht

The Netherlands

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 7, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for the other parties to whom copies are to be sent.

*	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.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP NO. 922107107

13D

Page 1 of 6 Pages


1		NAMES OF REPORTING PERSON Cooperatieve Gilde Healthcare III Sub-Holding U.A. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

(1) All shares are held of record by Cooperatieve Gilde Healthcare III Sub-Holding U.A. (“Gilde Healthcare”). Gilde Healthcare III Management B.V. is the manager of Gilde Healthcare and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare III Management B.V. is fully owned by Gilde Healthcare Holding BV. Geoff Pardo is a director of the Issuer and is a partner of Gilde Healthcare and may be deemed to share voting and dispositive power over the shares held by Gilde Healthcare.

(2) The percentage set forth in row (13) is based on the 24,462,797 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 public offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with the Securities and Exchange Commission on May 7, 2020.

SCHEDULE 13D/A

CUSIP NO. 922107107

13D

Page 2 of 6 Pages


1		NAMES OF REPORTING PERSON Gilde Healthcare III Management B.V. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

(1)

All shares are held of record by Cooperatieve Gilde Healthcare III Sub-Holding U.A. (“Gilde Healthcare”). Gilde Healthcare III Management B.V. is the manager of Gilde Healthcare and may be deemed to have voting, investment and dispositive power with respect to these securities. Gilde Healthcare III Management B.V. is fully owned by Gilde Healthcare Holding BV. Geoff Pardo is a director of the Issuer and is a partner of Gilde Healthcare and may be deemed to share voting and dispositive power over the shares held by Gilde Healthcare.

(2)

The percentage set forth in row (13) is based on the 24,462,797 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 public offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with the Securities and Exchange Commission on May 7, 2020.

SCHEDULE 13D/A

CUSIP NO. 922107107

13D

Page 3 of 6 Pages


1		NAMES OF REPORTING PERSON Gilde Healthcare Holding B.V. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

(1)

(2)

SCHEDULE 13D/A

CUSIP NO. 922107107

13D

Page 4 of 6 Pages

(1)

(2)

Explanatory Note

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed on January 11, 2019, as amended by Amendment No. 1 to Schedule 13D filed on November 7, 2019 (together with Amendment No. 2, “Schedule 13D”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Vapotherm, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 2 is filed jointly by Cooperatieve Gilde Healthcare III Sub-Holding UA (“Gilde Healthcare”), Gilde Healthcare III Management B.V. (“GHCIIIM”), Gilde Healthcare Holding B.V. (“GHH”) and Geoff Pardo (“Pardo”, and together with Gilde Healthcare, GHCIIIM, and GHH, the “Reporting Persons”) pursuant to their joint filing agreement, which was filed with the Securities and Exchange Commission as Exhibit 99.A to the Schedule 13D filed on January 11, 2019, and is incorporated herein by reference.

This Amendment No. 2 is being filed to reflect the number of shares of Common Stock of the Issuer outstanding, as described in Paragraph (a) of Item 5 herein. As set forth below, as a result of the transactions described herein, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a) and (e) of Item 5 are amended and restated in their entirety as follows:

(a) Based on the 24,462,797 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 public offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with the Securities and Exchange Commission (“SEC”) on May 7, 2020.

Gilde Healthcare is the record holder of an aggregate of 1,189,026 shares of Common Stock, which represents beneficial ownership of approximately 4.9% of the outstanding shares of Common Stock reported by the Issuer to be outstanding immediately after the Issuer’s public offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with the SEC on May 7, 2020.

GHCIIIM, as the manager of Gilde Healthcare, has the power to vote and dispose of securities held by Gilde Healthcare and may be deemed to beneficially own the securities held of record by Gilde Healthcare.

Pardo is a partner of Gilde Healthcare. Pardo shares the decision-making power (and has no power to decide on his own) of GHCIIIM with respect to the voting and disposition of the securities of the Issuer beneficially owned by GHCIIIM. As a result, Pardo may be deemed to beneficially own the securities of the Issuer held of record by Gilde Healthcare. As a result, each of the Reporting Persons may beneficially own an aggregate of 1,189,026 shares of Common Stock, or approximately 4.9% of the outstanding Common Stock.

(e) As a result of the transactions described herein, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Common Stock. The filing of this Amendment No. 2 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 7. Material to be Filed as Exhibits.



Exhibit 99.1:		Joint Filing Agreement, dated January 10, 2019, by and among the Reporting Persons (incorporated by reference to Exhibit 99.A to the Schedule 13D filed by the Reporting Persons on January 11, 2019).

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.


Dated: May 19, 2020		COOPERATIEVE GILDE HEALTHCARE III SUB-HOLDING U.A.

		By: GILDE HEALTHCARE III MANAGEMENT B.V. Its: Manager

	By:	/s/ M.O.J.M. Perret
		Name:	M.O.J.M. Perret
		Title:	Managing Director

		GILDE HEALTHCARE III MANAGEMENT B.V.

	By:	/s/ M.O.J.M. Perret
		Name:	M.O.J.M. Perret
		Title:	Managing Director

		GILDE HEALTHCARE HOLDING B.V.

	By:	/s/ M.O.J.M. Perret
		Name:	M.O.J.M. Perret
		Title:	Managing Director

		/s/ Geoff Pardo
		Geoff Pardo

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,189,026

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,189,026