Landry John 4

Accession 0001235802-24-000082

CIK 0001253176other

View on SEC.gov Company Profile

Filed

Sep 23, 8:00 PM ET

Accepted

Sep 24, 4:14 PM ET

Size

31.0 KB

Accession

0001235802-24-000082

Insider Transaction Report

Form 4

Period: 2024-09-20

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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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.

Documents

1 file

4
primary_doc.xmlPrimary
PRIMARY DOCUMENT

Issuer

VAPOTHERM INC

CIK 0001253176

→

Entity typeother

Related Parties

filerCIK 0001753455

Filing Metadata

Form type: 4
Filed: Sep 23, 8:00 PM ET
Accepted: Sep 24, 4:14 PM ET
Size: 31.0 KB

View on SEC.gov