Sec Form 4 Filing - Landry John @ VAPOTHERM INC - 2021-01-20

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 Landry John 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 Financial Officer (Last) (First) (Middle) 100 DOMAIN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2021 (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 129,859 ( 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 Employee Stock Option (right to buy) $ 12.16 01/20/2021 J( 2 )( 3 ) 26,000 ( 2 )( 3 ) 01/01/2030 Common Stock 26,000 $ 0 26,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Landry John 100 DOMAIN DRIVE EXETER, NH03833 SVP & Chief Financial Officer Signatures /s/Adrain Bryant, as Attorney In Fact 04/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 12,350 shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Vapotherm, Inc. 2018 Equity Incentive Plan and 120 shares acquired under the Vapotherm, Inc. 2018 Employee Stock Purchase Plan. ( 2 )On January 1, 2020, the Reporting Person was granted a performance-based option under the Vapotherm, Inc. 2018 Equity Incentive Plan, the actual number of underlying shares of which was not ascertainable until determined by the Issuer's Compensation Committee after completion of the one-year performance period based on the Issuer's achievement of certain pre-determined performance goals for the year ended December 31, 2020. Once vested based on performance, the stock option would then be subject to additional time-based vesting. ( 3 )On January 20, 2021, the Issuer's Compensation Committee determined based on 2020 performance that the performance goals were achieved at a 100% level, resulting in an option to purchase a total of 26,000 shares for the Reporting Person, with the first 25% tranche vesting on that day and the remaining 75% to vest in 36 nearly equal monthly installments thereafter, provided the Reporting Person continues to serve as an employee or other service provider to the Issuer through the applicable vesting date.

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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