Initial Statement of Beneficial Ownership (3)
25 January 2020 - 8:02AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
3x5 Partners, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/13/2018
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3. Issuer Name and Ticker or Trading Symbol
VAPOTHERM INC [VAPO]
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(Last)
(First)
(Middle)
2540 NE MARTIN LUTHER KING JR. BLVD. |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
PORTLAND, OR 97212
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 227600 | (1) | I | By Vapotherm Investors, LLC (7) |
| Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 75700 | (2) | I | By Vapotherm Investors, LLC (7) |
| Series C Convertible Preferred Stock | (3) | (3) | Common Stock | 849239 | (3) | I | By Vapotherm Investors, LLC (7) |
| Series D Convertible Preferred Stock | (4) | (4) | Common Stock | 1073655 | (4) | I | By Vapotherm Investors, LLC (7) |
| Series D-1 Convertible Preferred Stock | (5) | (5) | Common Stock | 208752 | (5) | I | By Vapotherm Investors, LLC (7) |
| Warrant to purchase Series A Convertible Preferred Stock | (6) | (6) | Series A Convertible Preferred Stock | 42857 | (6) | I | By Vapotherm Investors, LLC (7) |
| Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 500000 | (1) | I | By 3x5 Special Opportunity Fund, L.P. (8) |
| Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 285714 | (2) | I | By 3x5 Special Opportunity Fund, L.P. (8) |
| Series C Convertible Preferred Stock | (3) | (3) | Common Stock | 264244 | (3) | I | By 3x5 Special Opportunity Fund, L.P. (8) |
| Explanation of Responses: |
| (1) | Series A Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series A Convertible Preferred Stock. |
| (2) | Series B Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series B Convertible Preferred Stock. |
| (3) | Series C Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series C Convertible Preferred Stock. |
| (4) | Series D Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series D Convertible Preferred Stock. |
| (5) | Series D-1 Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series D-1 Convertible Preferred Stock. |
| (6) | The warrants to purchase Series A Convertible Preferred Stock are exercisable at any time at the holder's election, and have an expiration date of September 7, 2022. |
| (7) | The Reporting Person is the managing member of Vapotherm Investors, LLC, the direct beneficial owner of these securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of such securities except to the extent of its pecuniary interest therein. |
| (8) | The Reporting Person is a member of 3x5 Special Opportunity Partners, LLC. 3x5 Special Opportunity Partners, LLC is the general partner of 3x5 Special Opportunity Fund, L.P., the direct beneficial owner of these securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of such securities except to the extent of its pecuniary interest therein. |
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
3x5 Partners, LLC
2540 NE MARTIN LUTHER KING JR. BLVD.
PORTLAND, OR 97212 |
| X |
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Signatures
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| /s/ Anthony Ten Haagen, as Attorney-In-Fact | | 1/24/2020 |
| **Signature of Reporting Person | Date |
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