Statement of Changes in Beneficial Ownership (4)
November 18 2022 - 04:02PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Prescott
General 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) __X__
Other (specify below)
Member of Section 13(d) Group |
(Last)
(First)
(Middle)
2200 BUTTS ROAD, SUITE 320 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/16/2022
|
(Street)
BOCA RATON, FL 33431
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
11/16/2022 |
|
S |
|
96494 |
D |
$0.5307 |
1200729 |
I |
By Prescott Associates L.P. (1) |
Common Stock |
11/16/2022 |
|
S |
|
3897 |
D |
$0.5307 |
48498 |
I |
By Prescott International Partners
L.P. (2) |
Common Stock |
11/16/2022 |
|
S |
|
45166 |
D |
$0.5307 |
562025 |
I |
By Idoya Partners L.P. (3) |
Common Stock |
11/16/2022 |
|
S |
|
4921 |
D |
$0.5307 |
61228 |
I |
By Prescott Investors Profit Sharing
Trust (4) |
Common Stock |
11/17/2022 |
|
S |
|
188403 |
D |
$0.4810 |
1012326 |
I |
By Prescott Associates L.P. (1) |
Common Stock |
11/17/2022 |
|
S |
|
7610 |
D |
$0.4810 |
40888 |
I |
By Prescott International Partners
L.P. (2) |
Common Stock |
11/17/2022 |
|
S |
|
88186 |
D |
$0.4810 |
473839 |
I |
By Idoya Partners L.P. (3) |
Common Stock |
11/17/2022 |
|
S |
|
9607 |
D |
$0.4810 |
51621 |
I |
By Prescott Investors Profit Sharing
Trust (4) |
Common Stock |
|
|
|
|
|
|
|
650000 |
I |
By Ridgeview Smith Investments
LLC (5) |
Common Stock |
|
|
|
|
|
|
|
139500 |
I |
By Thomas W. Smith Family
Accounts (6) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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 |
Explanation of
Responses: |
(1) |
These shares are owned
directly by Prescott Associates L.P. ("Prescott Associates"), a
private investment limited partnership, and are beneficially owned
indirectly by Prescott General Partners LLC ("PGP"), a Delaware
limited liability company, as general partner of Prescott
Associates. Messrs. Thomas W. Smith and Scott J. Vassalluzzo are
each a managing member of PGP. PGP disclaims beneficial ownership
of these shares in excess of its pecuniary interest under Rule
16a-1(a)(2)(ii)(B). The address for Prescott Associates is 2200
Butts Road, Suite 320, Boca Raton, FL 33431. |
(2) |
These shares are owned
directly by Prescott International Partners L.P. ("PIP"), a private
investment limited partnership, and are beneficially owned
indirectly by PGP as general partner of PIP. PGP disclaims
beneficial ownership of these shares in excess of its pecuniary
interest under Rule 16a-1(a)(2)(ii)(B). The address for PIP is 2200
Butts Road, Suite 320, Boca Raton, FL 33431. |
(3) |
These shares are owned
directly by Idoya Partners L.P. ("Idoya"), a private investment
limited partnership, and are beneficially owned indirectly by PGP
as general partner of Idoya. PGP disclaims beneficial ownership of
these shares in excess of its pecuniary interest under Rule
16a-1(a)(2)(ii)(B). The address for Idoya is 2200 Butts Road, Suite
320, Boca Raton, FL 33431. |
(4) |
These shares are owned
directly by the Prescott Investors Profit Sharing Trust (the
"Trust"), an employee profit-sharing plan for which Mr. Smith
serves as a trustee. The inclusion of these shares in this report
shall not be deemed an admission of beneficial ownership for
purposes of Section 16 or any other purpose and Mr. Smith disclaims
beneficial ownership of these shares under Rule 16a-8(b)(1). The
address of the Trust is 2200 Butts Road, Suite 320, Boca Raton, FL
33431. |
(5) |
These shares are owned
directly by Ridgeview Smith Investments LLC ("Ridgeview"), a
limited liability company established by Mr. Smith for the benefit
of his family and are beneficially owned indirectly by Mr. Smith as
trustee of a revocable trust he established for the benefit of his
family and which is the sole member of Ridgeview. Mr. Smith
disclaims beneficial ownership of these shares in excess of his
pecuniary interest under Rule 16a-1(a)(2)(iii). The address of
Ridgeview is 2200 Butts Road, Suite 320, Boca Raton, FL
33431. |
(6) |
These shares are owned
directly by investment accounts established for the benefit of
certain family members of Thomas W. Smith. The inclusion of these
shares in this report shall not be deemed an admission of
beneficial ownership for purposes of Section 16 or any other
purpose and Mr. Smith disclaims beneficial ownership of these
shares except to the extent of his pecuniary interest
therein. |
Remarks:
The filing of this report shall not be deemed to be an admission
that the Reporting Persons comprise a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended. The Reporting Persons each disclaim beneficial ownership
of the shares included in this report except to the extent of their
pecuniary interest in such shares. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Prescott General Partners LLC
2200 BUTTS ROAD
SUITE 320
BOCA RATON, FL 33431 |
|
X |
|
Member of Section 13(d) Group |
SMITH THOMAS W
2200 BUTTS ROAD
SUITE 320
BOCA RATON, FL 33431 |
|
X |
|
Member of Section 13(d) Group |
Signatures
|
/s/ Scott J. Vassalluzzo, Managing Member,
Prescott General Partners LLC |
|
11/18/2022 |
**Signature
of Reporting Person |
Date |
/s/ Thomas W. Smith |
|
11/18/2022 |
**Signature
of Reporting Person |
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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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