Army Joseph 4

Accession 0001235802-24-000083

CIK 0001253176other

View on SEC.gov Company Profile

Filed

Sep 23, 8:00 PM ET

Accepted

Sep 24, 4:43 PM ET

Size

27.0 KB

Accession

0001235802-24-000083

Insider Transaction Report

Form 4

Period: 2024-09-20

VAPOTHERM INCVAPO

Army Joseph

DirectorPresident and CEO

Transactions

Disposition to Issuer
Common Stock
2024-09-20−392,094→ 0 total
Disposition to Issuer
Common Stock
2024-09-20−40,625→ 0 total(indirect: By Trust)
Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−8,921$11,285→ 0 total
Exercise: $0.92Exp: 2029-01-11→ Common Stock (8,921 underlying)
Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−7,533$9,529→ 0 total
Exercise: $0.92Exp: 2030-01-01→ Common Stock (7,533 underlying)
Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−6,925$8,760→ 0 total
Exercise: $0.92Exp: 2031-01-01→ Common Stock (6,925 underlying)
Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−6$8→ 0 total(indirect: By Spouse)
Exercise: $0.92Exp: 2028-01-17→ Common Stock (6 underlying)
Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−24$30→ 0 total(indirect: By Spouse)
Exercise: $0.92Exp: 2029-01-11→ Common Stock (24 underlying)
Disposition to Issuer
Common Stock
2024-09-20$2.18/sh−19,917$43,419→ 0 total
Disposition to Issuer
Common Stock
2024-09-20−62→ 0 total(indirect: By Spouse)
Disposition to Issuer
Stock Option (right to buy)
2024-09-20$1.26/sh−22,831$28,881→ 0 total
Exercise: $0.92Exp: 2030-01-01→ Common Stock (22,831 underlying)

Footnotes (9)

[F1]Disposed of pursuant to an Agreement and Plan of Merger (Merger Agreement), dated as of June 17, 2024, among Veronica Holdings, LLC (Topco), Veronica Intermediate Holdings, LLC, Veronica Merger Sub, Inc. and Vapotherm, Inc. (Company) and a Rollover Agreement, dated as of June 17, 2024, among Topco, the Company and the reporting person in exchange for an aggregate number of Topco common units at a price per unit of $2.18.
[F2]The performance stock unit awards, which these shares were subject to, were canceled in the merger in exchange for a cash payment of $2.18 per underlying share at target performance. Pursuant to a Subscription Agreement (Subscription Agreement), dated as of June 17, 2024, between Topco and the reporting person, the reporting person agreed to use such proceeds to subscribe for Topco common units.
[F3]Disposed of pursuant to the Merger Agreement and a Rollover Agreement, dated as of September 20, 2024, among Topco, the Company and the reporting person's spouse in exchange for an aggregate number of Topco common units at a price per unit of $2.18.
[F4]This option, which provided for vesting, subject to the satisfaction of performance conditions, as to 25% of the underlying shares on January 11, 2020, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $11,285.07. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.
[F5]This option, which provided for vesting as to 25% of the underlying shares on January 1, 2021, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $28,881.21. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.
[F6]This option, which provided for vesting, subject to the satisfaction of performance conditions, as to 25% of the underlying shares on January 1, 2021, and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $9,529.25. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.
[F7]This option, which provided for vesting as to 25% of the underlying shares on January 1, 2022 and thereafter, as to the remaining 75% of underlying shares in 36 monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $8,760.12. Pursuant to the Subscription Agreement, the reporting person agreed to use such proceeds to subscribe for Topco common units.
[F8]This option, which was held by the reporting person's spouse and provided for vesting as to 25% of the underlying shares on January 11, 2019 and thereafter as to the remaining 75% of the underlying shares in 36 nearly equal monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $7.59.
[F9]This option, which was held by the reporting person's spouse and provided for vesting as to 25% of the underlying shares on January 11, 2020 and thereafter as to the remaining 75% of the underlying shares in 36 nearly equal monthly installments, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $30.36.

Documents

1 file

4
primary_doc.xmlPrimary
PRIMARY DOCUMENT

Issuer

VAPOTHERM INC

CIK 0001253176

→

Entity typeother

Related Parties

filerCIK 0001435005

Filing Metadata

Form type: 4
Filed: Sep 23, 8:00 PM ET
Accepted: Sep 24, 4:43 PM ET
Size: 27.0 KB

View on SEC.gov