Prescott General Partners Form 4 VAPOTHERM / THOMAS W SMITH ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Prescott General Partners LLC

(Last) (First) (Middle)

2200 BUTTS ROAD

SUITE 320

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	11/14/2022		S		104,733	D	$0.5245	1,390,520	I	By Prescott Associates L.P.(1)
Common Stock	11/14/2022		S		4,230	D	$0.5245	56,163	I	By Prescott International Partners L.P.(2)
Common Stock	11/14/2022		S		49,023	D	$0.5245	650,860	I	By Idoya Partners L.P.(3)
Common Stock	11/14/2022		S		5,341	D	$0.5245	70,907	I	By Prescott Investors Profit Sharing Trust(4)
Common Stock	11/15/2022		S		93,297	D	$0.5413	1,297,223	I	By Prescott Associates L.P.(1)
Common Stock	11/15/2022		S		3,768	D	$0.5413	52,395	I	By Prescott International Partners L.P.(2)
Common Stock	11/15/2022		S		43,669	D	$0.5413	607,191	I	By Idoya Partners L.P.(3)
Common Stock	11/15/2022		S		4,758	D	$0.5413	66,149	I	By Prescott Investors Profit Sharing Trust(4)
Common Stock								650,000	I	By Ridgeview Smith Investments LLC(5)
Common Stock								139,500	I	By Thomas W. Smith Family Accounts(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person^*

Prescott General Partners LLC

(Last) (First) (Middle)

2200 BUTTS ROAD

SUITE 320

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMITH THOMAS W

(Last) (First) (Middle)

2200 BUTTS ROAD

SUITE 320

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

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.

	/s/ Scott J. Vassalluzzo, Managing Member, Prescott General Partners LLC	11/16/2022
	/s/ Thomas W. Smith	11/16/2022
	** Signature of Reporting Person	Date
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