Landry John 4
4 · VAPOTHERM INC · Filed Sep 24, 2024
Insider Transaction Report
Form 4
VAPOTHERM INCVAPO
Landry John
See Remarks
Transactions
- Disposition to Issuer
Common Stock
2024-09-20−1,693→ 0 total(indirect: By IRA) - Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−9,943$12,578→ 0 totalExercise: $0.92Exp: 2030-01-01→ Common Stock (9,943 underlying) - Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−3,062$3,873→ 0 totalExercise: $0.92Exp: 2032-01-01→ Common Stock (3,062 underlying) - Disposition to Issuer
Common Stock
2024-09-20$2.18/sh−23,845$51,982→ 0 total - Disposition to Issuer
Common Stock
2024-09-20−425→ 0 total(indirect: By IRA) - Disposition to Issuer
Common Stock
2024-09-20−45,511→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−3,503$4,431→ 0 totalExercise: $0.92Exp: 2029-01-11→ Common Stock (3,503 underlying) - Disposition to Issuer
Common Stock
2024-09-20−187→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−3,250$4,111→ 0 totalExercise: $0.92Exp: 2030-01-01→ Common Stock (3,250 underlying) - Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−2,150$2,720→ 0 totalExercise: $0.92Exp: 2031-01-01→ Common Stock (2,150 underlying) - 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) - 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)
Footnotes (10)
- [F1]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.
- [F10]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.
- [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 June 17, 2024, between Topco and the reporting person, the reporting person agreed to use such proceeds to subscribe for Topco common units.
- [F3]Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $2.18 per share.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.