Venus Concept Inc. — Director's Dealing 2022

Nov 28, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Masters Michael Willingham (10% Owner)
Reporting Person: MASTERS CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: Masters Special Situations, LLC (10% Owner)
Reporting Person: Marlin Fund, Limited Partnership (10% Owner)
Reporting Person: Marlin Fund II, Limited Partnership (10% Owner)
Reporting Person: Marlin Fund III, Limited Partnership (10% Owner)
Reporting Person: Marlin Master Fund Offshore II, LP (10% Owner)
Reporting Person: MSS VC SPV LP (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.0001 par value per share	2535198	Indirect
Common Stock, $0.0001 par value per share	1885401	Indirect
Common Stock, $0.0001 par value per share	168502	Indirect
Common Stock, $0.0001 par value per share	289899	Indirect
Common Stock, $0.0001 par value per share	21000	Indirect
Common Stock, $0.0001 par value per share	4599173	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Voting Convertible Preferred Stock	$		Common Stock, $0.0001 par value per share (4960000)		Indirect
Voting Convertible Preferred Stock	$		Common Stock, $0.0001 par value per share (3940000)		Indirect
Voting Convertible Preferred Stock	$		Common Stock, $0.0001 par value per share (360000)		Indirect
Voting Convertible Preferred Stock	$		Common Stock, $0.0001 par value per share (740000)		Indirect
Voting Convertible Preferred Stock	$		Common Stock, $0.0001 par value per share (3500000)		Indirect

Footnotes

F1: These securities are held in the account of Marlin Fund, Limited Partnership, a private fund managed by Masters Capital Management, LLC ("MCM"). These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.

F2: These securities are held in the account of Marlin Fund II, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund II, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.

F3: These securities are held in the account of Marlin Fund III, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund III, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.

F4: These securities are held in the account of Marlin Master Fund Offshore II, LP, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Master Fund Offshore II, LP, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.

F5: These securities are held in the accounts of other clients advised by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as advisor to such accounts, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.

F6: These securities are held in the account of MSS VC SPV LP, a private fund managed by Masters Special Situations, LLC ("MSS"). These securities may be deemed to be beneficially owned by MSS by virtue of its role as the investment manager of such private fund and as managing member of MSS VC SPV GP, LLC, the general partner of such private fund, and Michael Masters by virtue of his role as the controlling founder of MSS.

F7: Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), is convertible into shares of the Issuer's Common Stock, $0.0001 par value per share on a 1-for-10 basis at any time at the holder's election. The shares have no expiration date.