Explanatory Note
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed on
January 11, 2019, as amended by Amendment No. 1 to Schedule 13D filed on November 7, 2019 (together with Amendment No. 2, “Schedule 13D”) relating to the common stock, par value $0.001 per share (the
“Common Stock”), of Vapotherm, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 2 is filed jointly by Cooperatieve Gilde Healthcare III Sub-Holding UA
(“Gilde Healthcare”), Gilde Healthcare III Management B.V. (“GHCIIIM”), Gilde Healthcare Holding B.V. (“GHH”) and Geoff Pardo (“Pardo”, and together with Gilde Healthcare, GHCIIIM,
and GHH, the “Reporting Persons”) pursuant to their joint filing agreement, which was filed with the Securities and Exchange Commission as Exhibit 99.A to the Schedule 13D filed on January 11, 2019, and is incorporated herein
by reference.
This Amendment No. 2 is being filed to reflect the number of shares of Common Stock of the Issuer outstanding, as described in
Paragraph (a) of Item 5 herein. As set forth below, as a result of the transactions described herein, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock. The filing of
this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Information
reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in
the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (e) of Item 5 are amended and restated in their entirety as follows:
(a) Based on the 24,462,797 outstanding shares of common stock, par value $0.001 per share (“Common Stock”), of Vapotherm, Inc., a Delaware
corporation (the “Issuer”), reported by the Issuer to be outstanding immediately after the Issuer’s public offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with the Securities and Exchange Commission
(“SEC”) on May 7, 2020.
Gilde Healthcare is the record holder of an aggregate of 1,189,026 shares of Common Stock, which represents
beneficial ownership of approximately 4.9% of the outstanding shares of Common Stock reported by the Issuer to be outstanding immediately after the Issuer’s public offering on the Issuer’s prospectus filed under Rule 424(b)(5), filed with
the SEC on May 7, 2020.
GHCIIIM, as the manager of Gilde Healthcare, has the power to vote and dispose of securities held by Gilde Healthcare and
may be deemed to beneficially own the securities held of record by Gilde Healthcare.
Pardo is a partner of Gilde Healthcare. Pardo shares the
decision-making power (and has no power to decide on his own) of GHCIIIM with respect to the voting and disposition of the securities of the Issuer beneficially owned by GHCIIIM. As a result, Pardo may be deemed to beneficially own the securities of
the Issuer held of record by Gilde Healthcare. As a result, each of the Reporting Persons may beneficially own an aggregate of 1,189,026 shares of Common Stock, or approximately 4.9% of the outstanding Common Stock.
(e) As a result of the transactions described herein, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Common
Stock. The filing of this Amendment No. 2 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
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Exhibit 99.1:
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Joint Filing Agreement, dated January 10, 2019, by and among the Reporting Persons (incorporated by reference to Exhibit 99.A to the Schedule 13D filed by the Reporting Persons on January 11, 2019).
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