Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Walrod Nicholas T.

2. Date of Event Requiring Statement (MM/DD/YYYY) 11/13/2018

3. Issuer Name and Ticker or Trading Symbol

VAPOTHERM INC [VAPO]

(Last) (First) (Middle)

C/O VAPOTHERM INVESTORS, LLC, 2540 NE MARTIN LUTHER KING JR. BLVD.

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

PORTLAND, OR 97212

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	500000	⁽¹⁾	I	By3x5 Special Opportunity Fund, L.P. ⁽⁷⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	227600	⁽¹⁾	I	By Vapotherm Investors, LLC ⁽⁷⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	285714	⁽²⁾	I	By3x5 Special Opportunity Fund, L.P. ⁽⁷⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	75700	⁽²⁾	I	By Vapotherm Investors, LLC ⁽⁷⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	264244	⁽³⁾	I	By3x5 Special Opportunity Fund, L.P. ⁽⁷⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	849239	⁽³⁾	I	By Vapotherm Investors, LLC ⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1073655	⁽⁴⁾	I	By Vapotherm Investors, LLC ⁽⁷⁾
Series D-1 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	208752	⁽⁵⁾	I	By Vapotherm Investors, LLC ⁽⁷⁾
Warrant to purchase Series A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Series A Convertible Preferred Stock	42857	⁽⁶⁾	I	By Vapotherm Investors, LLC ⁽⁷⁾

Explanation of Responses:
(1)	Series A Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series A Convertible Preferred Stock.
(2)	Series B Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for Series B Convertible Preferred Stock.
(3)	Series C Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series C Convertible Preferred Stock.
(4)	Series D Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for Series D Convertible Preferred Stock.
(5)	Series D-1 Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for Series D-1 Convertible Preferred Stock
(6)	The warrants to purchase Series A Convertible Preferred Stock are exercisable at any time at the holder's election, and have an expiration date of September 7, 2022.
(7)	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 Partners, 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.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Walrod Nicholas T. C/O VAPOTHERM INVESTORS, LLC 2540 NE MARTIN LUTHER KING JR. BLVD. PORTLAND, OR 97212		X