SEC Form 4 · accession 0000899243-18-029481
VAPOTHERM INC · VAPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gilde Healthcare Holding B.V.
10% Owner
Period of report
Nov 16, 2018
Accepted (ET)
Nov 20, 2018 · 5:12 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001253176
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3 | Nov 16, 2018 | C | 1,028,079 | — | A | 1,028,079 | I | See Footnote |
| Common StockF2,F3 | Nov 16, 2018 | C | 68,447 | — | A | 1,096,526 | I | See Footnote |
| Common StockF3 | Nov 16, 2018 | P | 92,500 | $14.00 | A | 1,189,026 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF3,F1 | — | Nov 16, 2018 | C | 482,142 | D | — | — | Common Stock | 482,142 | 0 | I |
| Series C Convertible Preferred StockF3,F1 | — | Nov 16, 2018 | C | 401,527 | D | — | — | Common Stock | 401,527 | 0 | I |
| Series D Convertible Preferred StockF3,F1 | — | Nov 16, 2018 | C | 144,410 | D | — | — | Common Stock | 144,410 | 0 | I |
| Series D-1 Convertible Preferred StockF3,F2 | — | Nov 16, 2018 | C | 68,447 | D | — | — | Common Stock | 68,447 | 0 | I |
Explanation of responses
- F1Upon closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into one share of Common Stock without payment or further consideration. There was no expiration date for the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stock or the Series D Convertible Preferred Stock.
- F2Upon closing of the Issuer's initial public offering, each share of Series D-1 Convertible Preferred Stock automatically converted into 1.137 shares of Common Stock without payment or further consideration. There was no expiration date for the Series D-1 Convertible Preferred Stock.
- F3The shares are held directly by Cooperatieve Gilde Healthcare III Sub-Holding U.A. ("Gilde"). Geoff Pardo ("Pardo"), who is a member of the Issuer's board of directors, is a partner of Gilde. Gilde is managed by Gilde Healthcare III Management B.V. ("Management"). Management is owned by Gilde Healthcare Holding B.V. ("Holding"). Each of Pardo, Management and Holding may be deemed to have voting, investment and dispositive power with respect to these securities. Each of Pardo, Management and Holding disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein