Venus Concept Inc. — Director's Dealing 2022

Nov 22, 2022

SEC Form 4/A — Form 4/A

Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2022-11-18

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
2022-11-18	Voting Convertible Preferred Stock	$0.00	P	1441985	Acquired		Common Stock (14419850)	Indirect
2022-11-18	Voting Convertible Preferred Stock	$0.00	P	58015	Acquired		Common Stock (580150)	Indirect

Footnotes

F1: The Voting Convertible Preferred Stock will convert into shares of Common Stock on a one for ten basis (i) at the option the holder or (ii) at the option of the Company within 30 days following the occurrence of certain events. The Voting Convertible Preferred Convertible Stock votes with the Common Stock on an as-converted basis. The Voting Convertible Preferred Stock does not expire.

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: This Amended Form 4 is filed only to correct the Amount of Securities Underlying Derivative Security set forth in Box 7 of Table II in the original Form 4 filed on November 22, 2022 shown for EW Healthcare Partners, LP. from 14,410,850 to 14,419,850, and to correct the Suite number for the Reporting Persons' address to Suite 225. No other changes has been made to the original Form 4 filed on November 22, 2022 relating to the trade made on November 18, 2022.