Sec Form 13D Filing - Vapotherm Investors LLC filing for VAPOTHERM INC (VAPO) - 2020-09-02

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

1,771,225

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,771,225

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,771,225

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.9%⁽¹⁾

TYPE OF REPORTING PERSON

OO

The percentage set forth in row (13) is based on the 25,570,243 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 July 29, 2020 on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on August 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

839,966

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

839,966

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

839,966

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.3%⁽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

839,966⁽²⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

839,966⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

839,966⁽²⁾

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.3%⁽¹⁾

TYPE OF REPORTING PERSON

OO

Includes 839,966 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

2,643,816⁽³⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,643,816⁽³⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,643,816⁽³⁾

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%⁽¹⁾

TYPE OF REPORTING PERSON

OO

Includes (i) 30,000 shares of Common Stock held directly, (ii) 2,625 shares held by Arnerich 3x5 Special Opportunity Managers, L.P., a Delaware limited partnership (“Arnerich 3x5”), (iii) 1,771,225 shares of Common Stock held by Vapotherm Investors, LLC, a Delaware limited liability company (“VIL”), and (iv) 839,966 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 C ommon 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

2,625

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,625

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,625

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

4,694

SHARED VOTING POWER

2,645,308⁽⁴⁾

SOLE DISPOSITIVE POWER

4,694

SHARED DISPOSITIVE POWER

2,645,308⁽⁴⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,650,002⁽⁴⁾

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%⁽¹⁾

TYPE OF REPORTING PERSON

IN

Includes (i) 839,966 shares of Common Stock held by 3x5 SOF, (ii) 1,771,225 shares of Common Stock held by VIL, (iii) 30,000 shares of Common Stock held by 3x5 Partners, (iv) 2,625 shares of Common Stock held by Arnerich 3x5, and (v) 1,492 shares of Common Stock held by the Anthony L. Arnerich Trust. 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

0

SHARED VOTING POWER

2,644,319⁽⁵⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,644,319⁽⁵⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,644,319⁽⁵⁾

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%⁽¹⁾

TYPE OF REPORTING PERSON

IN

Includes (i) 839,966 shares of Common Stock held by 3x5 SOF, (ii) 1,771,225 shares of Common Stock held by VIL, (iii) 30,000 shares of Common Stock held by 3x5 Partners, (iv) 2,625 shares of Common Stock held by Arnerich 3x5, and (v) 503 shares of Common Stock held by the Nicholas T. Walrod Trust. 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 3x5 SOF, VIL, 3x5 Partners, and Arnerich 3x5.

Arnerich 3x5 Special Opportunity Managers, L.P., a Delaware limited partnership (“Arnerich 3x5”)

The principal business address of Arnerich 3x5 is 2540 NE Martin Luther King Jr. Bl vd., Portland, OR 97212

The principal business of Arnerich 3x5 is acting as a limited partner of 3x5 SOF.

During the last five years, Arnerich 3x5 has not been convicted in a criminal proceeding.

During the last five years, Arnerich 3x5 has not been named as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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 25,570,243 outstanding shares of Common Stock reported by the Issuer to be outstanding as of July 29, 2020 on the Issuer’s Form 10-Q, filed with the SEC on August 4, 2020.

Denotes less than 0.1%.

3x5 SOP, as the general partner of 3x5 SOF, may be deemed to beneficially own the 839,966 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 1,771,225 shares of Common Stock owned by VIL, the 839,966 shares of Common Stock owned by 3x5 SOP, and the 2,625 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.

its managing member

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

its member

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich

Arnerich 3x5 Special Opportunity Managers, L.P.

/s/ Nicholas T. Walrod

/s/ Anthony L. Arnerich

/s/ Anthony L. Arnerich