Sec Form 3 Filing - Helman Richelle @ VAPOTHERM INC - 2018-11-13

FORM 3 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 Helman Richelle 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) See Remarks (Last) (First) (Middle) C/O VAPOTHERM, INC., 100 DOMAIN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2018 (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 7,575 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 Option to purchase Common Stock $ 1.54 ( 1 ) 11/18/2023 Common Stock 357 D Option to purchase Common Stock $ 1.54 ( 2 ) 03/10/2025 Common Stock 250 D Option to purchase Common Stock $ 1.54 ( 3 ) 07/22/2025 Common Stock 142 D Option to purchase Common Stock $ 1.68 ( 4 ) 01/01/2026 Common Stock 5,178 D Option to purchase Common Stock $ 1.68 ( 5 ) 03/08/2026 Common Stock 142 D Option to purchase Common Stock $ 1.68 ( 6 ) 01/18/2027 Common Stock 714 D Option to purchase Common Stock $ 1.68 ( 7 ) 10/18/2027 Common Stock 768 D Option to purchase Common Stock $ 1.68 ( 8 ) 05/01/2028 Common Stock 22,727 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Helman Richelle C/O VAPOTHERM, INC. 100 DOMAIN DRIVE EXETER, NH03833 See Remarks Signatures /s/ John Landry, as Attorney-In-Fact 11/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vested and became exercisable as to 25% of the underlying shares on November 18, 2014 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter. ( 2 )The option vests and becomes exercisable as to 25% of the underlying shares on March 10, 2016 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates. ( 3 )The option vests and becomes exercisable as to 25% of the underlying shares on July 22, 2016 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates. ( 4 )The option vests and becomes exercisable as to 25% of the underlying shares on January 1, 2017 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates. ( 5 )The option vests and becomes exercisable as to 25% of the underlying shares on March 8, 2017 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates. ( 6 )The option vests and becomes exercisable as to 25% of the underlying shares on January 18, 2018 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates. ( 7 )The option vests and becomes exercisable as to 25% of the underlying shares on October 18, 2018 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates. ( 8 )The option vests and becomes exercisable as to 25% of the underlying shares on May 1, 2019 and the remaining 75% of the underlying shares in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

Remarks: Vice President, Regulatory Affairs & QualityExhibit ListExhibit 24 - Power of Attorney

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

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