Roystone Capital Management LP Form 3 Filed 2023-02-17

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Roystone Capital Management LP

2. Date of Event Requiring Statement (Month/Day/Year)

02/08/2023

3. Issuer Name and Ticker or Trading Symbol

VAPOTHERM INC [VAPO]

(Last)

(First)

(Middle)

767 THIRD AVENUE, 29TH FLOOR

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

NEW YORK, NY 10017

(City)

(State)

(Zip)

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share	2,380,952	I	See Footnote⁽¹⁾
Common Stock, $0.001 par value per share	418,591	I	See Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	02/10/2023	02/10/2028	Common Stock, $0.001 par value per share	2,380,952⁽³⁾	$1.17	I	See Footnote⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Roystone Capital Management LP 767 THIRD AVENUE 29TH FLOOR NEW YORK, NY 10017		X
Roystone Capital Holdings LLC 767 THIRD AVENUE 29TH FLOOR NEW YORK, NY 10017		X
Barrera Richard R 767 THIRD AVENUE 29TH FLOOR NEW YORK, NY 10017		X

Explanation of Responses:

1.	The reported securities and warrants are owned directly by Guines LLC ("Guines") and may be deemed to be indirectly beneficially owned by (i) Roystone Capital Management LP ("Roystone"), the investment adviser to Guines (ii) Roystone Capital Holdings LLC ("Holdings"), the general partner of Roystone and (iii) Richard Barrera, the managing member of Holdings. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
2.	The reported securities are owned directly by Roystone Capital Master Fund Ltd. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Roystone, the investment adviser to the Master Fund (ii) Holdings, the general partner of Roystone and (iii) Richard Barrera, the managing member of Holdings. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
3.	The reported warrants are each exercisable for one share of Common Stock, $0.001 par value per share. The foregoing description of the warrants does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Warrant, incorporated as Exhibit 4.2 to the Issuer's 8-K filed on February 8, 2023, which is incorporated by reference.

	Signatures
	Roystone Capital Management LP By: Roystone Capital Holdings LLC, its general partner By: /s/ Laura Roche	02/17/2023
	Roystone Capital Holdings LLC, By: /s/ Richard Barrera, Managing Member	02/17/2023
	By: /s/ Richard Barrera	02/17/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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