Venus Concept Inc. — Director's Dealing 2023

Jul 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2023-07-12

Reporting Person: EW Healthcare Partners, L.P. (10% Owner, See footnotes 2 and 3)
Reporting Person: EW Healthcare Partners-A, L.P. (10% Owner, See footnotes 2 and 3)
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
2023-07-12	Senior Convertible Preferred Stock	$4.00	P	500000	Acquired		Common Stock (1333350)	Indirect

Footnotes

F1: The shares of Senior Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 2.6667 shares of Common Stock for each share of Senior Convertible Preferred Stock at the option of the holder at any time or at the option of the Issuer under certain conditions.

F2: The share total shown above is the aggregate amount of shares of Senior Convertible Preferred Stock purchased by EW Healthcare Partners, L.P. ("EWHP") and EW Healthcare Partners-A, L.P. ("EWHP-A") on the date set forth above. EWHP purchased 480,662 shares of the amount shown above and EWHP-A purchased 19,338 shares of the amount shown above. EWHP now holds a total of 750,697 shares of Senior Convertible Preferred Stock (convertible into 2,001,883 shares of Common Stock) of the Issuer and EWHP-A now holds a total of 30,202 shares of Senior Convertible Preferred Stock (convertible into 80,540 shares of Common Stock) of the Issuer.

F3: Essex Woodlands Fund IX-GP, L.P. (the "EW Fund IX GP"), is the general partner of each of EW Healthcare Partners, L.P. ("EWHP") and EW Healthcare Partners-A, L.P. ("EWHP-A" and together with EWHP, the "EWHP Funds"). Essex Woodlands IX, LLC (the "General Partner") is the general partner of EW Fund IX GP. The General Partner holds sole voting and dispositive power over the shares held by each of the EW Funds (the "Shares''). The managers of the General Partner are Martin P. Sutter, Scott Barry, Ron Eastman, and Petri Vainio (collectively, the ''Managers'') and may exercise voting and investment control over the Shares only by majority action of the Managers. Each individual Manager, the EW Funds GP and the General Partner disclaims ownership over the Shares except to the extent of his or its respective pecuniary interest therein.