Sec Form 4 Filing - 3x5 Partners, LLC @ VAPOTHERM INC - 2020-12-07

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 3x5 Partners, LLC 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) 2540 NE MARTIN LUTHER KING JR. BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2020 (Street) PORTLAND, OR97212 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 12/07/2020 J( 1 ) 442,806 D $ 0 1,350,587 I By Vapotherm Investors, LLC ( 2 ) Common Stock 12/07/2020 J( 3 ) 209,992 D $ 0 629,974 I By 3x5 Special Opportunity Fund, L.P. ( 4 ) Common Stock 12/08/2020 S 21,316 D $ 27.9015 ( 5 ) 608,658 I By 3x5 Special Opportunity Fund, L.P. ( 4 ) Common Stock 12/09/2020 S 3,684 D $ 27.8 604,974 I By 3x5 Special Opportunity Fund, L.P. ( 4 ) Common Stock 12/07/2020 J( 3 ) 2,625 A $ 0 5,250 I By Arnerich 3x5 Special Opportunity Managers, L.P. ( 6 ) Common Stock 30,000 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 3x5 Partners, LLC 2540 NE MARTIN LUTHER KING JR. BLVD. PORTLAND, OR97212 X Signatures /s/ Nicholas T. Walrod, managing member 12/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a distribution of shares to the members of Vapotherm Investors, LLC on December 7, 2020. ( 2 )The Reporting Person is the managing member of Vapotherm Investors, LLC, the direct beneficial owner of these securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of such securities except to the extent of its pecuniary interest therein. ( 3 )Reflects a distribution of shares to the general partners and limited partners of 3x5 Special Opportunity Fund, L.P. ( 4 )The Reporting Person is a member of 3x5 Special Opportunity Partners, LLC. 3x5 Special Opportunity Partners, LLC is the general partner of 3x5 Special Opportunity Fund, L.P., the direct beneficial owner of these securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of such securities except to the extent of its pecuniary interest therein. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.80 to $28.00, inclusive. The Reporting Person undertakes to provide Vapotherm Inc., any security holder of Vapotherm Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. ( 6 )The Reporting Person is the general manager of Arnerich 3x5 Special Opportunity Managers, L.P. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of such securities except to the extent of its pecuniary interest 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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