Venus Concept Inc. — Director's Dealing 2020

Jun 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2020-06-16

Reporting Person: BARRY RICHARD SCOTT (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-16	Common Stock	C	5191147	—	Acquired	12209003	Indirect
2020-06-16	Common Stock	C	208853	—	Acquired	12417856	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-16	Series A Preferred Stock	$	C	519114.7	Disposed		Common Stock (5191147)	Indirect
2020-06-16	Series A Preferred Stock	$	C	20885.3	Disposed		Common Stock (208853)	Indirect

Footnotes

F1: The shares of Series A Preferred Stock were originally 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). Each share of Series A Preferred Stock converted into ten shares of Common Stock for no additional consideration.

F2: Held by 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 (as defined below). 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.

F3: Held by EW Healthcare Partners-A L.P. ("EWHP-A").

F4: The Series A Preferred Stock had no expiration date.