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: 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)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-18	Series A Preferred Stock	$	P	519114.7	Acquired		Common Stock (5191147)	Direct
2020-03-18	Warrant (rights to buy)	$3.50	P	3893360	Acquired		Common Stock (3893360)	Direct
2020-03-18	Series A Preferred Stock	$	P	20885.3	Acquired		Common Stock (208853)	Indirect
2020-03-18	Warrant (rights to buy)	$3.50	P	156640	Acquired		Common Stock (156640)	Indirect

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

F5: Held by EW Healthcare Partners-A L.P. ("EWHP-A"). EWHP-A is an affiliated fund of 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. 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.