Venus Concept Inc. — Director's Dealing 2019

Nov 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2019-11-07

Reporting Person: Sinay Soren Maor (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-07	Common Stock	A	66659	$3.75	Acquired	66659	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-07	Employee Stock Options (right to buy)	$1.35	A	2883	Acquired	2023-01-01	Common Stock (2883)	Direct
2019-11-07	Employee Stock Options (right to buy)	$3.60	A	4325	Acquired	2025-02-05	Common Stock (4325)	Direct
2019-11-07	Employee Stock Options (right to buy)	$5.25	A	14417	Acquired	2027-03-06	Common Stock (14417)	Direct
2019-11-07	Employee Stock Options (right to buy)	$7.05	A	36044	Acquired	2027-07-09	Common Stock (36044)	Direct
2019-11-07	Employee Stock Options (right to buy)	$7.95	A	5767	Acquired	2028-08-08	Common Stock (5767)	Direct
2019-11-07	Employee Stock Options (right to buy)	$7.95	A	37485	Acquired	2028-10-22	Common Stock (37485)	Direct
2019-11-07	Warrants (right to buy)	$6.00	A	66659	Acquired	2024-11-07	Common Stock (33329.5)	Direct

Footnotes

F1: These securities were purchased from the Issuer at a purchase price of $3.75 per unit, consisting of one share of Common Stock and a warrant exercisable for 0.5 shares of Common Stock, with two warrants exercisable for one share of Common Stock at an exercise price of $6.00 per share.

F2: As of the Transaction Date, these options to acquire Common Stock of the Issuer are fully vested and exercisable.

F3: Received, in connection with the merger of a wholly-owned subsidiary of Restoration Robotics, Inc. with and into Venus Concept Ltd. (the "Merger"), in exchange for an employee stock option to acquire 5,000 Venus Concept Ltd. ordinary shares with an original exercise price of $0.75 per share.

F4: Received, in connection with the Merger, in exchange for an employee stock option to acquire 7,500 Venus Concept Ltd. ordinary shares with an original exercise price of $2.00 per share.

F5: As of the Transaction Date, 12,103 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 1,202 options vest and become exercisable on each of December 6, 2019 and March 6, 2020.

F6: Received, in connection with the Merger, in exchange for an employee stock option to acquire 25,000 Venus Concept Ltd. ordinary shares with an original exercise price of $3.00 per share.

F7: As of the Transaction Date, 19,520 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 751 options vest and become exercisable monthly from November 9, 2019 through July 9, 2021, with the final vesting of 752 options on August 9, 2021.

F8: Received, in connection with the Merger, in exchange for an employee stock option to acquire 62,500 Venus Concept Ltd. ordinary shares with an original exercise price of $4.00 per share.

F9: As of the Transaction Date, 1,679 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. The remaining balance of 4,088 options vest ratably and become exercisable each month from November 8, 2019 to August 8, 2022.

F10: Received, in connection with the Merger, in exchange for an employee stock option to acquire 10,000 Venus Concept Ltd. ordinary shares with an original exercise price of $4.57 per share.

F11: As of the Transaction Date, 9,369 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 2,343 options vest and become exercisable quarterly from January 1, 2020 to October 1, 2022.

F12: Received, in connection with the Merger, in exchange for an employee stock option to acquire 65,000 Venus Concept Ltd. ordinary shares with an original exercise price of $4.57 per share.