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: Kong Garheng (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-07	Common Stock	A	1567474	—	Acquired	1567474	Indirect
2019-11-07	Common Stock	A	1094814	—	Acquired	2662288	Indirect
2019-11-07	Common Stock	A	1333333	$3.75	Acquired	3995621	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)	Indirect
2019-11-07	Warrants (right to buy)	$6.00	A	1333333	Acquired	2024-11-07	Common Stock (666666.5)	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 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 original 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.

F5: 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.

F6: Received, in connection with the Merger, in exchange for an employee stock option to acquire 30,000 Venus Concept Ltd. ordinary shares for $4.00 per share.

F7: Held by HealthQuest Capital Management Company, LLC ("HQCM"). Mr. Kong is the Managing Partner and controlling member of HQCM, and may be deemed to have sole voting and dispositive power with respect to the options held of record by HQCM. Mr. Kong disclaims beneficial interest over all of the securities owned by HQCM except to the extent of his pecuniary interest therein.