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: Tammenoms Bakker Juliet (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-07	Common Stock	A	3476584	—	Acquired	3476584	Indirect
2019-11-07	Common Stock	A	189535	—	Acquired	3666119	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-07	Employee Stock Options (right to buy)	$5.25	A	17301	Acquired	2027-03-06	Common Stock (17301)	Direct
2019-11-07	Employee Stock Options (right to buy)	$5.25	A	8650	Acquired	2027-03-06	Common Stock (8650)	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 2,192,736 shares, 3,287,420 shares and 548,184 shares of Series A Preferred Stock, Series B Preferred Stock and ordinary shares of Venus Concept Ltd., respectively.

F2: Held directly by Longitude Venture Partners II, L.P. ("Longitude Venture II"). Longitude Capital Partners II, LLC ("Longitude Capital II") is the general partner of Longitude Venture II and may be deemed to have shared voting, investment and dispositive power with respect to these securities. Ms. Tammenoms Bakker, who is a member of the Issuer's board of directors, and Patrick G. Enright, are the managing members of Longitude Capital II (each a "Manager" and collectively, the "Managers") and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of Longitude Capital II and the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective 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 $300,000, $197,142.85 and $802,857.15, respectively.

F4: As of the Transaction Date, these options to acquire Common Stock of the Issuer are fully vested and exercisable.

F5: Received, in connection with the Merger, in exchange for an employee stock option to acquire 30,000 Venus Concept Ltd. ordinary shares for $3.00 per share.

F6: As of the Transaction Date, 7,208 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 721 options vest and become exercisable on each of December 6, 2019 and March 6, 2020.

F7: Received, in connection with the Merger, in exchange for an employee stock option to acquire 15,000 Venus Concept Ltd. ordinary shares for $3.00 per share.