Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 11:26AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (Amendment No. __5__)*
Vapotherm,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
922107107
(CUSIP
Number)
December
31, 2023
(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) |
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☒ |
Rule 13d-1(c) |
|
☐ |
Rule 13d-1(d) |
*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. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
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Parian Global Management LP |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
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(a) ☐ |
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(b)
☒ |
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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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408,939* |
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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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408,939* |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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408,939* |
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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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6.6%* |
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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|
IA |
CUSIP
No.: 922107107
1. |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
|
|
Parian
Global Special Opportunity Fund I LP |
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|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
|
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|
(a) ☐ |
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(b)
☒ |
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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 |
|
|
|
408,939* |
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|
7. |
SOLE DISPOSITIVE POWER |
|
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0 |
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8. |
SHARED DISPOSITIVE POWER |
|
|
|
408,939* |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
|
408,939* |
|
|
10. |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.6%* |
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
CUSIP No.: 922107107
1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
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|
Zachary C. Miller |
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|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
|
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|
(a) ☐ |
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(b)
☒ |
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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 |
|
|
|
0 |
|
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6. |
SHARED VOTING POWER |
|
|
|
408,939* |
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|
7. |
SOLE DISPOSITIVE POWER |
|
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|
0 |
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8. |
SHARED DISPOSITIVE POWER |
|
|
|
408,939* |
|
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
|
408,939* |
|
|
10. |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
|
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
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6.6%* |
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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|
HC, IN |
CUSIP No.: 922107107
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 |
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Exeter, NH
03833 |
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Item 2. |
(a). |
Name of person filing: |
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Parian Global Management
LP* |
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Parian
Global Special Opportunity Fund I LP* |
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Zachary C.
Miller* |
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(b). |
Address or principal business office or, if none, residence: |
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c/o Parian Global Management
LP |
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P.O. Box 2613 |
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Telluride,
Colorado 81435 |
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(c). |
Citizenship: |
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Parian Global Management LP - Delaware |
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Parian
Global Special Opportunity Fund I LP –
Delaware |
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Zachary C.
Miller – United States |
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(d). |
Title of class of securities: |
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Common Stock,
par value $0.001 per share |
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(e). |
CUSIP No.: |
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922107107 |
CUSIP No.: 922107107
Item 3. |
If This Statement is filed
pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
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N/A |
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Item 4. |
Ownership. |
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*
The common stock (the “Shares”) reported herein are held by Parian Global
Special Opportunity Fund I LP (the “Fund”) which is managed by Parian
Global Management LP (the “Adviser”). Zach Miller serves as the managing
member of the Adviser.
In addition to the Shares reported herein by the Reporting Persons, the
Fund holds certain warrants subject to a contractual blocker, which prohibits the Reporting Persons from exercising or converting such
securities to the extent that, upon such exercise or conversion, the Reporting Persons would collectively beneficially own in excess of
9.99% of the Shares outstanding as a result of the conversion or exercise.
Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of
its or his pecuniary interest therein.
The percentages reported herein are calculated based upon the statement in the Issuer’s Report on Form 10-Q
for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023, that there were 6,138,333
Shares of the Issuer outstanding as of November 2, 2023. |
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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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Parian
Global Management LP – 408,939* |
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Parian
Global Special Opportunity Fund I LP –
408,939* |
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Zachary
C. Miller – 408,939* |
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(b) |
Percent of class: |
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Parian Global Management LP – 6.6%* |
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Parian
Global Special Opportunity Fund I LP –
6.6%* |
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Zachary
C. Miller – 6.6%* |
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(c) |
Number of shares as to which the person
has: |
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(i) |
Sole power to vote or to direct the vote |
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Parian Global Management
LP – 0 |
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Parian
Global Special Opportunity Fund I LP –
0 |
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Zachary C. Miller –
0 |
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(ii) |
Shared power to vote or to direct the vote |
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Parian Global Management LP – 408,939* |
|
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Parian
Global Special Opportunity Fund I LP –
408,939* |
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Zachary C. Miller –
408,939* |
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(iii) |
Sole power to dispose or to direct the disposition
of |
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Parian Global Management
LP – 0 |
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Parian
Global Special Opportunity Fund I LP –
0 |
|
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|
Zachary C. Miller –
0 |
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(iv) |
Shared power to dispose or to direct the disposition
of |
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|
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|
Parian Global Management
LP – 408,939* |
|
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|
Parian
Global Special Opportunity Fund I LP –
408,939* |
|
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|
Zachary C. Miller –
408,939* |
CUSIP No.: 922107107
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. |
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N/A |
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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 5 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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N/A |
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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 Rule 13d-1(c) or Rule 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. |
Certification. |
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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. |
CUSIP No.: 922107107
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.
Dated:
February 14, 2024 |
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Parian Global Management LP |
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By: |
/s/ Zachary
C. Miller |
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Zachary C. Miller, Managing Member |
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Parian
Global Special Opportunity Fund I LP |
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|
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By: |
/s/ Zachary
C. Miller |
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Managing Member |
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|
Zachary C.
Miller |
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By: |
/s/ Zachary
C. Miller |
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Zachary C. Miller, Individually |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP
No.: 922107107
Exhibit
1
Joint
Filing Statement
Pursuant
to Rule 13d-1(k)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with
respect to the Common Stock, $0.001 par value per share of Vapotherm, Inc. beneficially owned by them, together with any or all amendments
thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii)
as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned
may mutually agree.
Dated:
February 14, 2024 |
|
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Parian Global Management LP |
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By: |
/s/ Zachary
C. Miller |
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Zachary C. Miller, Managing Member |
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Parian
Global Special Opportunity Fund I LP |
|
|
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By: |
/s/ Zachary
C. Miller |
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Zachary
C. Miller, Managing Member |
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Zachary C. Miller |
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|
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By: |
/s/ Zachary
C. Miller |
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Zachary C. Miller, Individually |
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