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: HealthQuest Partners II, L.P. (10% Owner)
Reporting Person: HealthQuest Venture Management II, L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-07	Common Stock	A	1567474	—	Acquired	1567474	Direct
2019-11-07	Common Stock	A	1094814	—	Acquired	2662288	Direct
2019-11-07	Common Stock	A	1333333	$3.75	Acquired	3995621	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-07	Warrants (right to buy)	$6.00	A	1333333	Acquired	2024-11-07	Common Stock (666666.5)	Direct

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 2,272,548 shares, 98,807 shares and 346,620 shares of Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock of Venus Concept Ltd., respectively.

F2: Held by HealthQuest Partners II, L.P. ("HealthQuest"). HealthQuest Venture Management II, L.L.C. ("HQVM II"), the general partner of HealthQuest, and Garheng Kong, the managing member of HQVM II, may be deemed to have sole voting and dispositive power with respect to the shares held of record by HealthQuest. Mr. Kong and HQVM II disclaim beneficial ownership of all shares held by HealthQuest except to the extent of any pecuniary interests therein.

F3: 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 orignal principal amounts of $2,500,000, $985,714.24 and $4,014,285.76, respectively.

F4: 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.