Sec Form 4 Filing - Walrod Nicholas T. @ 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 Walrod Nicholas T. 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) C/O VAPOTHERM INVESTORS, LLC, 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 ) 209,992 D $ 0 ( 1 ) 2,455,992 I By 3x5 Partners, LLC ( 3 ) Common Stock 12/07/2020 J( 2 ) 442,806 D $ 0 ( 2 ) 2,013,186 I By 3x5 Partners, LLC ( 3 ) Common Stock 12/07/2020 J( 1 ) 2,625 A $ 0 ( 1 ) 2,015,811 I By 3x5 Partners, LLC ( 3 ) Common Stock 12/07/2020 J( 2 ) 503 A $ 0 ( 2 ) 1,006 I By Nicholas T. Walrod Trust Common Stock 12/08/2020 S( 4 ) 21,316 D $ 27.9 ( 5 ) 1,994,495 I By 3x5 Partners, LLC ( 3 ) Common Stock 12/09/2020 S( 4 ) 3,684 D $ 27.8 1,990,811 ( 6 ) I By 3x5 Partners, LLC ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walrod Nicholas T. C/O VAPOTHERM INVESTORS, LLC 2540 NE MARTIN LUTHER KING JR. BLVD. PORTLAND, OR97212 X Signatures /s/ Adrain Bryant, as Attorney-In-Fact 12/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Distribution of shares by 3x5 Special Opportunity Fund, L.P. pro rata without consideration to its general partners and limited partners. A portion of this distribution was made pursuant to a sales plan adopted by 3x5 Special Opportunity Fund, L.P. and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. ( 2 )Distribution of shares by Vapotherm Investors, LLC pro rata without consideration to its members. A portion of this distribution was made pursuant to a sales plan adopted by Vapotherm Investors, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. ( 3 )The Reporting Person is a managing member of 3x5 Partners, LLC. 3x5 Partners, LLC is the managing member of Vapotherm Investors, LLC and a member of 3x5 Special Opportunity Partners, LLC, which is the general partner of 3x5 Special Opportunity Fund, L.P., and by virtue of these relationships 3x5 Partners, LLC may be deemed to indirectly beneficially own the shares directly held by Vapotherm Investors, LLC and 3x5 Special Opportunity Fund, L.P. As a managing member of 3x5 Partners, LLC the Reporting Person shares voting and dispositive power over such 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 his pecuniary interest therein. ( 4 )Sale of shares by 3x5 Special Opportunity Fund, L.P. ( 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 )Consists of (i) 30,000 shares directly held by 3x5 Partners, LLC, (ii) 5,250 shares held by Arnerich 3x5 Special Opportunity Managers, L.P., of which 3x5 Partners, LLC is the general manager, (iii) 1,350,587 shares directly held by Vapotherm Investors, LLC and (iv) 604,974 shares directly held by 3x5 Special Opportunity Fund, L.P.

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

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