Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 04:05PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)
Vapotherm, Inc. |
(Name of Issuer) |
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Common Stock, $0.001 par value per
share |
(Title of Class of
Securities) |
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922107107 |
(CUSIP Number) |
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December 31, 2022 |
(Date of Event Which Requires Filing
of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. |
922107107 |
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1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
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Hound Partners, LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
(a) [_] |
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(b) [X] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
SOLE VOTING POWER |
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0 |
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6. |
SHARED VOTING POWER |
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0 |
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7. |
SOLE DISPOSITIVE POWER |
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0 |
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8. |
SHARED DISPOSITIVE POWER |
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0 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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0 |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE
INSTRUCTIONS)
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[_] |
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11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
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0.0% |
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12. |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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IA, OO |
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CUSIP No. |
922107107 |
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1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
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Jonathan Auerbach |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
(a) [_] |
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(b) [X] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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United States |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
SOLE VOTING POWER |
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0 |
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6. |
SHARED VOTING POWER |
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0 |
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7. |
SOLE DISPOSITIVE POWER |
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0 |
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8. |
SHARED DISPOSITIVE POWER |
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0 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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0 |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE
INSTRUCTIONS)
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[_] |
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11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
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0.0% |
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12. |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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IN, HC |
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Item 1. |
(a). |
Name of Issuer: |
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Vapotherm, Inc. |
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(b). |
Address of issuer's principal
executive offices: |
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100
Domain Drive
Exeter, New Hampshire 03833
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Item 2. |
(a)-(c). |
Name Principal Business Address, and
Citizenship of Person Filing: |
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Hound Partners, LLC
101
Park Avenue, 48th Floor
New
York, NY 10178
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Jonathan Auerbach
101
Park Avenue, 48th Floor
New
York, NY 10178
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Item 2. |
(d) |
Title of class of
securities: |
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Common Stock, $0.001 par value per
share (the “Common Stock”) |
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Item 2. |
(e). |
CUSIP No.: |
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922107107 |
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Item 3. |
If This Statement is Filed Pursuant
to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a: |
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(a) |
[_] |
Broker or dealer registered under Section 15 of
the Exchange Act. |
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(b) |
[_] |
Bank as defined in Section 3(a)(6) of the
Exchange Act. |
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(c) |
[_] |
Insurance company as defined in Section 3(a)(19)
of the Exchange Act. |
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(d) |
[_] |
Investment company registered under Section 8 of
the Investment Company Act. |
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(e) |
[ ] |
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
[ ] |
A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act; |
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(i) |
[_] |
A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the
Investment Company Act; |
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(j) |
[_] |
Group, in accordance with Rule
13d-1(b)(1)(ii)(J). |
Item 4. |
Ownership. |
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Provide the following information
regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: |
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Hound Partners, LLC |
0 shares |
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Jonathan Auerbach |
0 shares |
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(b) |
Percent of class: |
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Hound Partners, LLC |
0.0% |
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Jonathan Auerbach |
0.0% |
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(c) |
Number of shares as to which such person
has: |
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(i) Sole power to vote or to direct the
vote |
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Hound Partners, LLC |
0 shares |
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Jonathan Auerbach |
0 shares |
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(ii) Shared power to vote or to direct the
vote |
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Hound Partners, LLC |
0 shares |
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Jonathan Auerbach |
0 shares |
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(iii) Sole power to dispose or to direct the
disposition of |
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Hound Partners, LLC |
0 shares |
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Jonathan Auerbach |
0 shares |
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(iv) Shared power to dispose or to direct the
disposition of |
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Hound Partners, LLC |
0 shares |
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Jonathan Auerbach |
0 shares |
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Item 5. |
Ownership of Five Percent or Less of
a Class. |
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If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the class of
securities check the following [X]. |
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Item 6. |
Ownership of More Than Five Percent on Behalf of
Another Person. |
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If any other person is known to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not
required. |
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N/A |
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Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
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If a parent holding company or Control person has
filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary. If a
parent holding company or control person has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary. |
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See Exhibit B attached
hereto. |
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Item 8. |
Identification and Classification of Members of
the Group. |
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If a group has filed this schedule pursuant to
§240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule
pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit
stating the identity of each member of the group. |
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N/A |
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Item 9. |
Notice of Dissolution of Group. |
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Notice of dissolution of a group may be furnished
as an exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5. |
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N/A |
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Item 10. |
Certifications. |
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By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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February 14, 2023 |
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(Date) |
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HOUND PARTNERS, LLC |
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By: |
/s/ Douglas Marks |
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Douglas Marks, Chief Financial Officer & Chief Compliance
Officer
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JONATHAN AUERBACH |
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By: |
/s/ Jonathan Auerbach |
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Jonathan Auerbach |
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EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment No. 3 to the Schedule
13G, dated February 14, 2023 relating to the Common Stock of
Vapotherm, Inc. shall be filed on behalf of the undersigned.
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HOUND PARTNERS, LLC |
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By: |
/s/ Douglas Marks |
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Douglas Marks, Chief Financial Officer & Chief Compliance
Officer
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JONATHAN AUERBACH |
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By: |
/s/ Jonathan Auerbach |
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Jonathan Auerbach |
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EXHIBIT B
Hound Partners, LLC is the
relevant entity for which Jonathan Auerbach may be considered a
control person.
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