Venus Concept Inc. — Director's Dealing 2020

Mar 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2020-03-18

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-18	Series A Preferred Stock	$	P	120000	Acquired		Common Stock (1200000)	Direct
2020-03-18	Warrant (right to buy)	$3.50	P	900000	Acquired		Common Stock (900000)	Direct

Footnotes

F1: Each share of Series A Preferred Stock converts into ten shares of Common Stock for no additional consideration.

F2: The Series A Preferred Stock was convertible into common stock at any time, upon approval of the stockholders, and has no expiration date.

F3: These securities were purchased from the Issuer at a purchase price of $2.50 per unit (consisting of one-tenth of one share of Series A Preferred Stock and 0.75 of a Warrant, with each whole Warrant exercisable for one share of Common Stock, at an exercise price of $3.50 per share).

F4: The shares are directly 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 over all shares owned by HealthQuest except to the extent of any pecuniary interest therein.

F5: The Warrants have a five-year term and are exercisable beginning 181 days after their issue date.