0000929638-20-000385.txt : 20200228 0000929638-20-000385.hdr.sgml : 20200228 20200228114637 ACCESSION NUMBER: 0000929638-20-000385 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200228 DATE AS OF CHANGE: 20200228 GROUP MEMBERS: CCZG LLC GROUP MEMBERS: ZACHARY C. MILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VAPOTHERM INC CENTRAL INDEX KEY: 0001253176 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90722 FILM NUMBER: 20667157 BUSINESS ADDRESS: STREET 1: 100 DOMAIN DRIVE CITY: EXETER STATE: NH ZIP: 03833 BUSINESS PHONE: 603-658-0411 MAIL ADDRESS: STREET 1: 100 DOMAIN DRIVE CITY: EXETER STATE: NH ZIP: 03833 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Parian Global Management LP CENTRAL INDEX KEY: 0001752148 IRS NUMBER: 824525286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE GRAND CENTRAL PLACE STREET 2: 60 E. 42ND STREET, SUITE 850 CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 212-466-6963 MAIL ADDRESS: STREET 1: ONE GRAND CENTRAL PLACE STREET 2: 60 E. 42ND STREET, SUITE 850 CITY: NEW YORK STATE: NY ZIP: 10165 SC 13G 1 sch13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*

Vapotherm, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

 
922107107
 
(CUSIP Number)

February 18, 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:
 [x]            Rule 13d-1(b)
 [  ]            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.  Beneficial ownership information contained herein is given as of the date listed above.
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).

1
Names of Reporting Persons.
 
Parian Global Management LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
   
5  Sole Voting Power
 
0 shares
 
6  Shared Voting Power
 
1,120,000 shares (See Item 4 below)
 
7  Sole Dispositive Power
 
0 shares
 
8  Shared Dispositive Power
 
1,120,000 shares (See Item 4 below)
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,120,000 shares (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
 
5.3% (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
IA

1
Names of Reporting Persons.
 
CCZG LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
   
5  Sole Voting Power
 
0 shares
 
6  Shared Voting Power
 
1,120,000 shares (See Item 4 below)
 
7  Sole Dispositive Power
 
0 shares
 
8  Shared Dispositive Power
 
1,120,000 shares (See Item 4 below)
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,120,000 shares (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
 
5.3% (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
HC

1
Names of Reporting Persons.
 
Zachary C. Miller
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
   
5  Sole Voting Power
 
0 shares
 
6  Shared Voting Power
 
1,120,000 shares (See Item 4 below)
 
7  Sole Dispositive Power
 
0 shares
 
8  Shared Dispositive Power
 
1,120,000 shares (See Item 4 below)
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,120,000 shares (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
 
 5.3% (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
HC, IN

SCHEDULE 13G
Item 1
 
 
(a)
Name of Issuer
 
   
Vapotherm, Inc.

 
 
(b)
Address of Issuer’s Principal Executive Offices
 
   
100 Domain Drive, Exeter, NH 03833
 

Item 2
 
 
(a)
Name of Person Filing
 
   
Parian Global Management LP
CCZG LLC
Zachary C. Miller
 
 
 
(b)
Address of Principal Business Office or, if none, Residence
 
   
Parian Global Management LP
CCZG LLC
Zachary C. Miller
c/o Parian Global Management LP
One Grand Central Place
60 E. 42nd St., Suite 850
New York, NY 10165
 
 
 
(c)
Citizenship
 
   
Parian Global Management LP – Delaware
CCZG LLC – Delaware
Zachary C. Miller – United States
 
 
 
(d)
Title of Class of Securities
 
   
Class A Common Stock, par value $0.0001 per share

 
 
(e)
CUSIP Number
 
   
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:
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
 
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act;
 
 
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
 
 
(e)
[x]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
(g)
[x]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
 
 
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4
Ownership
 
Shares reported herein are beneficially owned by Parian Global Management LP (“Parian”) in its capacity as investment manager to private investment vehicles.  CCZG LLC serves as general partner of Parian, and Mr. Miller is the managing member of CCZG LLC.  Shares reported herein for CCZG LLC and Mr. Miller represent the above referenced shares reported with respect to Parian.  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 quarterly period ended September 30, 2019, as filed with the Securities and Exchange Commission on November 5, 2019, that there were 21,084,008 shares of Common Stock of the Issuer outstanding as of November 1, 2019.

Item 4(a)
Amount Beneficially Owned
 
Parian Global Management LP – 1,120,000 shares
CCZG LLC – 1,120,000 shares
Zachary C. Miller – 1,120,000 shares
 
Item 4(b)
Percent of Class
 
Parian Global Management LP – 5.3%
CCZG LLC – 5.3%
Zachary C. Miller – 5.3%
 
Item 4(c)
Number of shares as to which each such person has voting and dispositive power:
(i)
sole power to vote or to direct the vote

 
Parian Global Management LP – 0 shares
CCZG LLC – 0 shares
Zachary C. Miller – 0 shares
 
(ii)
shared power to vote or to direct the vote
 
Parian Global Management LP – 1,120,000 shares
CCZG LLC – 1,120,000 shares
Zachary C. Miller – 1,120,000 shares
 
(iii)
sole power to dispose or to direct the disposition of
 
Parian Global Management LP – 0 shares
CCZG LLC – 0 shares
Zachary C. Miller – 0 shares
 
(iv)
shared power to dispose or to direct the disposition of
 
Parian Global Management LP – 1,120,000 shares
CCZG LLC – 1,120,000 shares
Zachary C. Miller – 1,120,000 shares

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
 
Not applicable.
 
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.
 
Item 10
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
Exhibits
Exhibit
99.1
Joint Filing Agreement by and between the Reporting Persons.
   


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: February 28, 2020

 
PARIAN GLOBAL MANAGEMENT LP
   
 
By CCZG LLC,
 
      Its General Partner
   
 
      By: /s/ Zachary C. Miller                                                        
 
             Zachary C. Miller, Managing Member
   
   
 
CCZG LLC
   
 
By /s/ Zachary C. Miller                                                                        
 
      Managing Member
   
   
 
Zachary C. Miller
   
 
 By: /s/ Zachary C. Miller                                                                        
 
             Zachary C. Miller


EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND BETWEEN THE REPORTING PERSONS
Exhibit 99.1


JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of February 28, 2020, is by and between Parian Global Management LP, CCZG LLC and Zachary C. Miller (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Common Stock, par value $0.001 per share, of Vapotherm, Inc. beneficially owned by them from time to time.
 
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
 
This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party.
 
Executed and delivered as of the date first above written.


 
PARIAN GLOBAL MANAGEMENT LP
   
 
By CCZG LLC,
 
      Its General Partner
   
 
      By: /s/ Zachary C. Miller                                                        
 
             Zachary C. Miller, Managing Member
   
   
 
CCZG LLC
   
 
By /s/ Zachary C. Miller                                                                        
 
      Managing Member
   
   
 
Zachary C. Miller
   
 
 By: /s/ Zachary C. Miller                                                                        
 
             Zachary C. Miller