Sec Form 4 Filing - Gilde Healthcare Holding B.V. @ VAPOTHERM INC - 2018-11-16

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 Gilde Healthcare Holding B.V. 2. Issuer Name and Ticker or Trading Symbol VAPOTHERM INC [ VAPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) NEWTONLAAN 91 3584 BP UTRECHT 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2018 (Street) THE NETHERLANDS 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 11/16/2018 C 1,028,079 A 1,028,079 I See Footnote ( 3 ) Common Stock 11/16/2018 C 68,447 A 1,096,526 I See Footnote ( 3 ) Common Stock 11/16/2018 P 92,500 A $ 14 1,189,026 I See Footnote ( 3 )

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 Series B Convertible Preferred Stock ( 1 ) 11/16/2018 C 482,142 ( 1 ) ( 1 ) Common Stock 482,142 $ 0 0 I See Footnote ( 3 ) Series C Convertible Preferred Stock ( 1 ) 11/16/2018 C 401,527 ( 1 ) ( 1 ) Common Stock 401,527 $ 0 0 I See Footnote ( 3 ) Series D Convertible Preferred Stock ( 1 ) 11/16/2018 C 144,410 ( 1 ) ( 1 ) Common Stock 144,410 $ 0 0 I See Footnote ( 3 ) Series D-1 Convertible Preferred Stock ( 2 ) 11/16/2018 C 68,447 ( 2 ) ( 2 ) Common Stock 68,447 $ 0 0 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gilde Healthcare Holding B.V. NEWTONLAAN 91 3584 BP UTRECHT THE NETHERLANDS X Signatures /s/ Marc Perret, on behalf of Gilde, Healthcare Holding B.V. 11/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into one share of Common Stock without payment or further consideration. There was no expiration date for the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stock or the Series D Convertible Preferred Stock. ( 2 )Upon closing of the Issuer's initial public offering, each share of Series D-1 Convertible Preferred Stock automatically converted into 1.137 shares of Common Stock without payment or further consideration. There was no expiration date for the Series D-1 Convertible Preferred Stock. ( 3 )The shares are held directly by Cooperatieve Gilde Healthcare III Sub-Holding U.A. ("Gilde"). Geoff Pardo ("Pardo"), who is a member of the Issuer's board of directors, is a partner of Gilde. Gilde is managed by Gilde Healthcare III Management B.V. ("Management"). Management is owned by Gilde Healthcare Holding B.V. ("Holding"). Each of Pardo, Management and Holding may be deemed to have voting, investment and dispositive power with respect to these securities. Each of Pardo, Management and Holding disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein

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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