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Venus Concept Inc. — Director's Dealing 2024
Jun 12, 2024
35449_dirs_2024-06-12_ccace0b4-e497-46e1-8401-480be27204ed.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2024-06-07
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)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-06-07 | Common Stock, $0.0001 par value per share | S | 172314 | $1.2034 | Disposed | 0 | Indirect |
| 2024-06-07 | Common Stock, $0.0001 par value per share | S | 128254 | $1.2034 | Disposed | 0 | Indirect |
| 2024-06-07 | Common Stock, $0.0001 par value per share | S | 11467 | $1.2034 | Disposed | 0 | Indirect |
| 2024-06-07 | Common Stock, $0.0001 par value per share | S | 19814 | $1.2034 | Disposed | 0 | Indirect |
| 2024-06-07 | Common Stock, $0.0001 par value per share | S | 1487 | $1.2034 | Disposed | 0 | Indirect |
| 2024-06-07 | Common Stock, $0.0001 par value per share | S | 53895 | $1.2228 | Disposed | 252717 | Indirect |
| 2024-06-10 | Common Stock, $0.0001 par value per share | C | 330684 | — | Acquired | 330684 | Indirect |
| 2024-06-10 | Common Stock, $0.0001 par value per share | C | 262680 | — | Acquired | 262680 | Indirect |
| 2024-06-10 | Common Stock, $0.0001 par value per share | C | 24002 | — | Acquired | 24002 | Indirect |
| 2024-06-10 | Common Stock, $0.0001 par value per share | C | 49336 | — | Acquired | 49336 | Indirect |
| 2024-06-11 | Common Stock, $0.0001 par value per share | C | 233345 | — | Acquired | 486062 | Indirect |
| 2024-06-11 | Common Stock, $0.0001 par value per share | S | 102717 | $1.1958 | Disposed | 383345 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-06-10 | Voting Convertible Preferred Stock | $ | C | 496000 | Disposed | Common Stock, $0.0001 par value per share (330684) | Indirect | |
| 2024-06-10 | Voting Convertible Preferred Stock | $ | C | 394000 | Disposed | Common Stock, $0.0001 par value per share (262680) | Indirect | |
| 2024-06-10 | Voting Convertible Preferred Stock | $ | C | 36000 | Disposed | Common Stock, $0.0001 par value per share (24002) | Indirect | |
| 2024-06-10 | Voting Convertible Preferred Stock | $ | C | 74000 | Disposed | Common Stock, $0.0001 par value per share (49336) | Indirect | |
| 2024-06-11 | Voting Convertible Preferred Stock | $ | C | 350000 | Disposed | Common Stock, $0.0001 par value per share (233345) | 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: The Voting Convertible Preferred Stock has no expiration date.
F8: Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), was converted into shares of the Issuer's Common Stock, $0.0001 par value per share, on a 1-for-10 basis at the holder's election, subject to the Issuer's 1-for-15 reverse stock split that was effected on May 15, 2023.