Venus Concept Inc. — Director's Dealing 2022

Nov 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-18	Voting Convertible Preferred Stock	$0	P	1441985	Acquired		Common Stock (14419850)	Indirect
2022-11-18	Voting Convertible Preferred Stock	$0	P	58015	Acquired		Common Stock (580150)	Indirect

Footnotes

F1: The Voting 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 Preferred Stock votes with the Common Stock on an as-converted basis. The Voting 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").