Venus Concept Inc. — Director's Dealing 2019

Nov 12, 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: InterWest Partners IX, LP (10% Owner)
Reporting Person: InterWest Management Partners IX, LLC (10% Owner)
Reporting Person: ORONSKY ARNOLD L (10% Owner)
Reporting Person: NASR KHALED (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-07	Common Stock	C	301605	—	Acquired	658657	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-07	Unsecured Subordinated Convertible Promissory Note	$	C		Disposed	2020-08-28	Common Stock (301605)	Direct

Footnotes

F1: Received in connection with the Agreement and Plan of Merger and Reorganization dated March 15, 2019, among the Issuer (formerly known as Restoration Robotics, Inc.), Radiant Merger Sub Ltd, an entity organized under the laws of Israel and Venus Concept Ltd, an entity organized under the laws of Israel (the "Merger"), upon the conversion of the outstanding principal and any accrued and unpaid interest of an 8% Convertible Promissory Notes issued by Venus Concept Inc., dated as of February 28, 2019 in the original principal amount of $2,000,000.00 and accrued interest income of $110,027.40. Share data reported herein reflects the 1-for-15 reverse stock split that occurred after the note conversion on November 7, 2019.

F2: The securities are directly held by InterWest Partners IX, LP ("IW9"). InterWest Management Partners IX, LLC ("IMP9") as the general partner of IW9, may be deemed to beneficially own the shares held by IW9. Arnold L. Oronsky and Gilbert H. Kliman are Managing Directors of IMP9, and Khaled A. Nasr is a Venture Member of IMP9. Gilbert H. Kliman is also a Director of the Issuer, and has filed a separate Form 4 in his own name. Each of the foregoing persons may be deemed to beneficially own the shares held by IW9, and each foregoing person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. IW9 ceased to be a 10% owner upon closing of the Merger.

F3: This Unsecured Subordinated Convertible Promissory Note was converted with a conversion price of $0.4664 prior to the 1-for-15 reverse stock split that occurred on November 7, 2019.

F4: This Unsecured Subordinated Convertible Promissory Note converted upon the consummation of the Merger, pursuant to its terms.