Amended Statement of Ownership (sc 13g/a)
August 07 2020 - 4:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Vapotherm, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
922107107
(CUSIP Number)
August 5, 2020
(Date of Event which Requires filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
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 (“Act”)
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
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Prescott General Partners LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
|
3
|
SEC USE ONLY
|
4
|
CITIZEN OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
2,262,205
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,262,205
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,262,205
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 922107107
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Prescott Investors Profit Sharing Trust
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZEN OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
76,473
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
76,473
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,473
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
|
12
|
TYPE OF REPORTING PERSON
EP
|
CUSIP No. 922107107
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Thomas W. Smith
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZEN OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
300,000
|
6
|
SHARED VOTING POWER
186,950
|
7
|
SOLE DISPOSITIVE POWER
300,000
|
8
|
SHARED DISPOSITIVE POWER
186,950
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,950
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
|
12
|
TYPE OF REPORTING PERSON
IN
|
Explanatory Note:
The following constitutes
Amendment No. 1 to the joint filing on Schedule 13G by Prescott General Partners LLC (“PGP”) and Prescott Investors
Profit Sharing Trust (“PIPS”) originally filed with the Securities and Exchange Commission (the “SEC”)
on June 29, 2020 (as amended, the “Schedule 13G”). This amendment modifies the Schedule 13G to reflect, among
other things, the addition of Thomas W. Smith as a Reporting Person. Unless otherwise indicated, all capitalized terms used herein
shall have the meanings given to them in the Schedule 13G.
ITEM 1.
|
(a)
|
Name
of Issuer:
|
Vapotherm, Inc.
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(b)
|
Address of Issuer's Principal Executive Offices:
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100 Domain Drive
Exeter, NH 03833
ITEM 2.
|
(a)
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Name of Person Filing:
|
(i) Prescott General Partners LLC (“PGP”)
(ii) Prescott Investors Profit Sharing Trust (“PIPS”)
(iii) Thomas W. Smith.
The joint filing of this statement shall not be deemed
to be an admission that the reporting persons (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 reported in this statement in excess of those shares as to which they have or share voting or investment
authority.
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(b)
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Address of Principal Business Office:
|
The following is the address of the principal business
office of each of the Reporting Persons:
2200 Butts Road, Suite 320
Boca Raton, FL 33431
PGP is a Delaware limited liability company. PIPS
is an employee profit-sharing plan organized under the laws of the State of Delaware. Thomas W. Smith is a United States citizen.
|
(d)
|
Title of Class of Securities:
|
Common Stock, par value $0.001 (the “Shares”).
922107107
ITEM 3.
|
If
this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether
the person filing is a:
|
Not applicable.
If this Statement is filed pursuant to Rule 13d-1(c),
check this box x
|
(a)
|
PGP – 2,262,205 Shares; PIPS – 76,473 Shares; Thomas W. Smith -- 486,950 Shares.
|
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(b)
|
PGP – 8.8%; PIPS – 0.3%; Thomas W. Smith – 1.9%.
|
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(c)
|
PGP, as the general partner of three private investment limited partnerships (the “Partnerships”),
may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of 2,262,205 Shares
held by the Partnerships.
|
PIPS
has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 76,473 Shares.
Mr.
Smith has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 300,000 shares held by
Ridgeview Smith Investments LLC, a limited liability company established by Mr. Smith, the sole member of which is a revocable
trust established by Mr. Smith for the benefit of his family.
In
his capacity as investment manager for certain managed accounts, Mr. Smith may be deemed to have the shared power to vote or to
direct the vote of 186,950 shares and to dispose or to direct the disposition of 186,950 shares. Voting and investment authority
over investment accounts established for the benefit of certain family members and friends of Mr. Smith is subject to each beneficiary’s
right, if so provided, to terminate or otherwise direct the disposition of the investment account.
ITEM 5.
|
Ownership
of Five Percent or Less of a Class
|
Not applicable.
|
ITEM 6.
|
Ownership
of More than Five Percent on Behalf of Another Person
|
PGP, as the general partner of the Partnerships, may
be deemed to beneficially own 2,262,205 Shares held by the Partnerships. The Partnerships have the right to receive dividends from,
and the proceeds from the sale of, the Shares held by the Partnerships.
ITEM 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company
|
Not applicable.
ITEM 8.
|
Identification
and Classification of Members of the Group
|
Not applicable.
ITEM 9.
|
Notice of Dissolution of Group
|
Not applicable.
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.
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.
Date: August 7, 2020
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PRESCOTT General
partners LLC
|
|
|
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/s/ Scott
J. Vassalluzzo
|
|
Name: Scott
J. Vassalluzzo
|
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Title: Managing Member
|
|
|
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PRESCOTT INVESTORS
PROFIT SHARING TRUST
|
|
|
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/s/ Scott
J. Vassalluzzo
|
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Name: Scott
J. Vassalluzzo
|
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Title: Trustee
|
|
|
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/s/ Thomas W. Smith
|
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Thomas W. Smith
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JOINT FILING AGREEMENT
The undersigned agree that the foregoing
statement on Schedule 13G, dated August 7, 2020, is being filed with the Securities and Exchange Commission on behalf of each of
the undersigned pursuant to Rule 13d-1(k).
Date: August 7, 2020
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|
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PRESCOTT General
partners LLC
|
|
|
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/s/ Scott
J. Vassalluzzo
|
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Name: Scott
J. Vassalluzzo
|
|
Title: Managing Member
|
|
|
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PRESCOTT INVESTORS
PROFIT SHARING TRUST
|
|
|
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/s/ Scott
J. Vassalluzzo
|
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Name: Scott
J. Vassalluzzo
|
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Title: Trustee
|
|
|
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/s/ Thomas W. Smith
|
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Thomas W. Smith
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