Sec Form 4 Filing - LAWRENCE BRIAN @ VAPOTHERM INC - 2024-02-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LAWRENCE BRIAN 2. Issuer Name and Ticker or Trading Symbol VAPOTHERM INC [ VAPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Chief Technology Officer (Last) (First) (Middle) 100 DOMAIN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2024 (Street) EXETER, NH03833 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 60,188 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 165.68 02/27/2024 D 3,550 ( 2 ) 01/01/2032 Common Stock 3,550 ( 3 ) 0 D Stock Option (right to buy) $ 0.915 02/27/2024 A 3,550 ( 2 ) 01/01/2032 Common Stock 3,550 ( 3 ) 3,550 D Stock Option (right to buy) $ 25.28 02/27/2024 D 6,625 ( 4 ) 05/10/2032 Common Stock 6,625 ( 3 ) 0 D Stock Option (right to buy) $ 0.915 02/27/2024 A 6,625 ( 4 ) 05/10/2032 Common Stock 6,625 ( 3 ) 6,625 D Stock Option (right to buy) $ 21.6 02/27/2024 D 6,834 ( 5 ) 01/02/2033 Common Stock 6,834 ( 3 ) 0 D Stock Option (right to buy) $ 0.915 02/27/2024 A 6,834 ( 5 ) 01/02/2033 Common Stock 6,834 ( 3 ) 6,834 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAWRENCE BRIAN 100 DOMAIN DRIVE EXETER, NH03833 SVP & Chief Technology Officer Signatures /s/ James Lightman, as Attorney In Fact 02/29/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 37,319 shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Vapotherm, Inc. Amended and Restated 2018 Equity Incentive Plan. ( 2 )This option vested 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, provided that the Reporting Person continues to serve as an employee or other service provider to the Issuer on each vesting date and otherwise subject to the Issuer's applicable equity incentive plan. ( 3 )The transactions reported herein reflect a stock option repricing effective February 27, 2024 pursuant to which the exercise price of the repriced options was amended to reduce the exercise price to $0.915 per share, the closing price of the Issuer's common stock on February 27, 2024. There is no change to the expiration dates or the vesting schedule of the repriced options. ( 4 )This option vested 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, provided that the Reporting Person continues to serve as an employee or other service provider to the Issuer on each vesting date and otherwise subject to the Issuer's applicable equity incentive plan. ( 5 )This option vested 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, provided that the Reporting Person continues to serve as an employee or other service provider to the Issuer on each vesting date and otherwise subject to the Issuer's applicable equity incentive plan.

Remarks: On August 18, 2023, a 1-for-8 reverse split of the common stock of Vapotherm, Inc. occurred resulting in a decrease in the number of shares held by the Reporting Person. In addition,proportionate adjustments to the Reporting Person's outstanding equity awards, including the exercise price and number of shares exercisable under the option awards listed in Table II to thisForm 4, have been made to reflect the 1-for-8 reverse stock split.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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