4//SEC Filing
LAWRENCE BRIAN 4
Accession 0001235802-24-000081
CIK 0001253176other
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 3:47 PM ET
Size
15.1 KB
Accession
0001235802-24-000081
Insider Transaction Report
Form 4
VAPOTHERM INCVAPO
LAWRENCE BRIAN
SVP & Chief Technology Officer
Transactions
- Disposition to Issuer
Common Stock
2024-09-20$2.18/sh−37,319$81,355→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−6,834$8,645→ 0 totalExercise: $0.92Exp: 2033-01-02→ Common Stock (6,834 underlying) - Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−3,550$4,491→ 0 totalExercise: $0.92Exp: 2032-01-01→ Common Stock (3,550 underlying) - Disposition to Issuer
Common Stock
2024-09-20−22,869→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−6,625$8,381→ 0 totalExercise: $0.92Exp: 2032-05-10→ Common Stock (6,625 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to an Agreement and Plan of Merger, 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 September 20, 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.
- [F2]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 September 20, 2024, between Topco and the reporting person, the reporting person agreed to use such proceeds to subscribe for Topco common units.
- [F3]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 $4,490.75. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.
- [F4]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 $8,380.63. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.
- [F5]This option, which provided for vesting as to 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.
Documents
Issuer
VAPOTHERM INC
CIK 0001253176
Entity typeother
Related Parties
1- filerCIK 0001506228
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 3:47 PM ET
- Size
- 15.1 KB