Sec Form 4 Filing - Landry John @ VAPOTHERM INC - 2024-09-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Landry John 2. Issuer Name and Ticker or Trading Symbol VAPOTHERM INC [ VAPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Chief Financial Officer (Last) (First) (Middle) 100 DOMAIN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2024 (Street) EXETER, NH03833 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/20/2024 D 45,511 D 0 D Common Stock 09/20/2024 D 23,845 D $ 2.18 ( 2 ) 0 D Common Stock 09/20/2024 D 1,693 D 0 I Roth IRA I Common Stock 09/20/2024 D 425 D 0 I Roth IRA II Common Stock 09/20/2024 D 187 D 0 I Spouse IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlyi ng Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 0.915 09/20/2024 D 3,503 ( 4 ) 01/11/2029 Common Stock 3,503 $ 1.265 0 D Stock Option (right to buy) $ 0.915 09/20/2024 D 3,250 ( 5 ) 01/01/2030 Common Stock 3,250 $ 1.265 0 D Stock Option (right to buy) $ 0.915 09/20/2024 D 9,943 ( 6 ) 01/01/2030 Common Stock 9,943 $ 1.265 0 D Stock Option (right to buy) $ 0.915 09/20/2024 D 2,150 ( 7 ) 01/01/2031 Common Stock 2,150 $ 1.265 0 D Stock Option (right to buy) $ 0.915 09/20/2024 D 3,062 ( 8 ) 01/01/2032 Common Stock 3,062 $ 1.265 0 D Stock Option (right to buy) $ 0.915 09/20/2024 D 6,625 ( 9 ) 05/10/2032 Common Stock 6,625 $ 1.265 0 D Stock Option (right to buy) $ 0.915 09/20/2024 D 6,834 ( 10 ) 01/02/2033 Common Stock 6,834 $ 1.265 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Landry John 100 DOMAIN DRIVE EXETER, NH03833 SVP & Chief Financial Officer Signatures /s/ James A. Lightman, as Attorney In Fact 09/24/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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 (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. ( 3 )Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $2.18 per share. ( 4 )This option, which provided for vesting as to subject to the satisfaction of performance conditions, as to 25% of the underlying shares on January 11, 2020, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, 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 $4,431.30. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units. ( 5 )This option, which provided for vesting as to 25% of the underlying shares on January 1, 2021, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, 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 $4,111.25. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units. ( 6 )This option, which provided for vesting, subject to the satisfaction of performance conditions, as to subject to the satisfaction of performance conditions, as to 25% of the underlying shares on January 1, 2021, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, 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 $12,577.90. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units. ( 7 )This option, which provided for vesting as to 25% of the underlying shares on January 1, 2022 and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, 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 $2,719.75. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units. ( 8 )This option, which provided for vesting as to 25% of the underlying shares on January 1, 2023, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, 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 $3,873.43. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units. ( 9 )This option, which provided for vesting as to 25% of the underlying shares on January 1, 2024, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, 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 $8,380.62. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units. ( 10 )This option, which provided for vesting as 25% of the underlying shares on January 2, 2024, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, 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 $8,645.01. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.

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