Venus Concept Inc. — Director's Dealing 2019

Nov 8, 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: EW Healthcare Partners, L.P. (10% Owner)
Reporting Person: EW Healthcare Partners-A, L.P. (10% Owner)
Reporting Person: Essex Woodlands Fund IX-GP, L.P. (10% Owner)
Reporting Person: Essex Woodlands IX, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-07	Common Stock	A	3202053	—	Acquired	3202053	Direct
2019-11-07	Common Stock	A	128827	—	Acquired	3330880	Indirect
2019-11-07	Common Stock	A	2104941	—	Acquired	5435821	Direct
2019-11-07	Common Stock	A	84687	—	Acquired	5520508	Indirect
2019-11-07	Common Stock	A	1439437	$3.75	Acquired	6959945	Direct
2019-11-07	Common Stock	A	57911	$3.75	Acquired	7017856	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-07	Employee Stock Options (right to buy)	$7.05	A	17301	Acquired	2027-11-08	Common Stock (17301)	Direct
2019-11-07	Warrant (right to buy)	$6.00	A	1439437	Acquired	2024-11-07	Common Stock (719718.5)	Direct
2019-11-07	Warrant (right to buy)	$6.00	A	57911	Acquired	2024-11-07	Common Stock (28955.5)	Indirect

Footnotes

F1: 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 4,844,231 shares and 708,078 shares of Series C
Preferred Stock and Series D Preferred Stock of Venus Concept Ltd., respectively.

F2: Held by EW Healthcare Partners L.P. ("EWHP"). Essex Woodlands Fund IX-GP, L.P. ("EW Fund IX GP") is the general partner of EWHP and EWHP-A (as defined below). Essex Woodlands IX, LLC ("Essex IX General Partner") is the general partner of Essex IX Fund GP. Martin P. Sutter, R. Scott Barry, Ronald W. Eastman, Petri Vainio and Steve Wiggins are each a Manager of Essex IX General Partner (the "Managers"). Each of the Managers may be deemed to exercise shared voting and investment power with respect to such shares. Each of EW Fund IX GP, Essex IX General Partner and the Managers, including Mr. Barry who is a member of the Issuer's board of directors, disclaims beneficial ownership of the shares held by EWHP and EWHP-A, except to the extent of any pecuniary interests therein.

F3: Received, in connection with the Merger, in exchange for 194,896 shares and 28,488 shares of Series C Preferred Stock and Series D Preferred Stock of Venus Concept Ltd., respectively.

F4: Held by EW Healthcare Partners-A L.P. ("EWHP-A").

F5: Received, in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of three 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of June 25, 2019, August 14, 2019 and August 21, 2019, in the original principal amounts of $4,806,617.66, $1,895,180.45 and $7,718,054.15, respectively.

F6: Received, in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of three 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of June 25, 2019, August 14, 2019 and August 21, 2019, in the original principal amounts of $193,382.50, $76,248.03 and $310,517.37, respectively.

F7: 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.

F8: As of the Transaction Date, 8,285 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 361 options vest and become exercisable monthly from November 8, 2019 through November 8, 2021.

F9: Received, in connection with the Merger in exchange for an employee stock option to acquire 30,000 Venus Concept Ltd. ordinary shares with an original exercise price of $4.00 per share.