Venus Concept Inc. — Director's Dealing 2024

Jan 19, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2024-01-18

Reporting Person: EW Healthcare Partners, L.P. (N/A)
Reporting Person: EW Healthcare Partners-A, L.P. (N/A)
Reporting Person: Essex Woodlands Fund IX-GP, L.P. (N/A)
Reporting Person: Essex Woodlands IX, LLC (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-01-18	Secured Subordinated Convertible Notes	$	P		Acquired	2025-12-09	Common Stock (1598722)	Indirect

Footnotes

F1: The secured subordinated convertible notes in the aggregate principal amount of $2,000,000.00 (the "Notes") are convertible at any time into an aggregate 1,598,722 shares of common stock, $0.0001 par value per share ("Common Stock"), of Venus Concept Inc., at a conversion rate of 799.3605 shares of Common Stock for each $1,000.00 principal amount of Notes, 1,536,890 of which are held by EW Healthcare Partners, L.P. ("EWHP"), and 61,832 of which are held by EW Healthcare Partners-A, L.P. ("EWHP-A" and, together with EWHP, the "EWHP Funds").

F2: Essex Woodlands Fund IX-GP, L.P. (the "EW Fund IX GP"), is the general partner of 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, Petri Vainio and Steve Wiggins (collectively, the "Managers") and may exercise voting and investment control over the Shares only by majority action of the Managers. Each individual Manager, EW Fund IX GP and the General Partner disclaims ownership over the Shares except to the extent of his or its respective pecuniary interest therein.