Venus Concept Inc. — Major Shareholding Notification 2020

Feb 6, 2020

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)

VENUS CONCEPT INC.

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

92332W105

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(CUSIP Number)

December 31, 2019

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(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)
[X]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)

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• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

(Continued on following pages)

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CUSIP NO. 92332W105 13G Page 2 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS WEST ELK PARTNERS, LP | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION STATE OF DELAWARE, UNITED
STATES OF AMERICA | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER N/A |
| --- | --- |
| 6 | SHARED
VOTING POWER 50,460 shares of Common Stock |
| 7 | SOLE
DISPOSITIVE POWER N/A |
| 8 | SHARED
DISPOSITIVE POWER 50,460 shares of Common Stock |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,460 shares of Common Stock | |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.17% of the outstanding shares of Common Stock | |
| 12 | TYPE
OF REPORTING PERSON PN (Limited Partnership) | |

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CUSIP NO. 92332W105 13G Page 3 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS WEST ELK, LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION STATE OF DELAWARE, UNITED
STATES OF AMERICA | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER N/A |
| --- | --- |
| 6 | SHARED
VOTING POWER 50,460 shares of Common Stock |
| 7 | SOLE
DISPOSITIVE POWER N/A |
| 8 | SHARED
DISPOSITIVE POWER 50,460 shares of Common Stock |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,460 shares of Common Stock | |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.17% of the outstanding shares of Common Stock | |
| 12 | TYPE
OF REPORTING PERSON OO (Limited Liability Company) | |

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CUSIP NO. 92332W105 13G Page 4 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS WEST ELK CAPITAL, LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION STATE OF DELAWARE, UNITED
STATES OF AMERICA | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER N/A |
| --- | --- |
| 6 | SHARED
VOTING POWER 50,460 shares of Common Stock |
| 7 | SOLE
DISPOSITIVE POWER N/A |
| 8 | SHARED
DISPOSITIVE POWER 50,460 shares of Common Stock |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,460 shares of Common Stock | |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.17% of the outstanding shares of Common Stock | |
| 12 | TYPE
OF REPORTING PERSON OO (Limited Liability Company), IA (Investment Adviser) | |

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CUSIP NO. 92332W105 13G Page 5 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS Jason Joffe | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION UNITED STATES
OF AMERICA | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER N/A |
| --- | --- |
| 6 | SHARED
VOTING POWER 50,460 shares of Common Stock |
| 7 | SOLE
DISPOSITIVE POWER N/A |
| 8 | SHARED
DISPOSITIVE POWER 50,460 shares of Common Stock |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,460 shares of Common Stock | |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.17% of the outstanding Common Stock | |
| 12 | TYPE
OF REPORTING PERSON IN (Individual) | |

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CUSIP NO. 92332W105 13G Page 6 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS Morgan Duke | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION UNITED STATES
OF AMERICA | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER N/A |
| --- | --- |
| 6 | SHARED
VOTING POWER 50,460 shares of Common Stock |
| 7 | SOLE
DISPOSITIVE POWER N/A |
| 8 | SHARED
DISPOSITIVE POWER 50,460 shares of Common Stock |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,460 shares of Common Stock | |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.17% of the outstanding Common Stock | |
| 12 | TYPE
OF REPORTING PERSON IN (Individual) | |

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ITEM 1. (a)

Venus Concept Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

235 Yorkland Boulevard, Suite 900 Toronto, Ontario M2J 4Y8

ITEM 2. (a)

West Elk Partners, LP

West Elk, LLC

West Elk Capital, LLC

Jason Joffe

Morgan Duke

(b) Address of Principal Business Office or, if None, Residence:

For all persons filing:

1175 Peachtree Street NE

100 Colony Square, Suite 360

Atlanta, GA 30361

(c) Citizenship:

West Elk Partners, LP is a Delaware limited partnership

West Elk, LLC is a Delaware limited liability company

West Elk Capital, LLC is a Delaware limited liability company

Mr. Joffe and Mr. Duke are United States citizens

(d) Title of Class of Securities:

Common Stock

(e) CUSIP Number:

92332W105

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable. Filed pursuant to Rule 13d-1(c).

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Item 4. Ownership.

			West Elk Partners, LP	West Elk, LLC	West Elk Capital, LLC	Jason Joffe	Morgan Duke
(a)	Amount Beneficially Owned:		50,460	50,460	50,460	50,460	50,460
(b)	Percent of Class:		0.17%	0.17%	0.17%	0.17%	0.17%
(c)	Number of Shares to Which Reporting Person Has:
	(i)	Sole Voting Power:	N/A	N/A	N/A	N/A	N/A
	(ii)	Shared Voting Power:	50,460	50,460	50,460	50,460	50,460
	(iii)	Sole Dispositive Power:	N/A	N/A	N/A	N/A	N/A
	(iv)	Shared Dispositive Power:	50,460	50,460	50,460	50,460	50,460

The reported shares are the Issuer’s common stock.

All of the reported shares are owned directly by West Elk Partners, LP (“West Elk Partners”), whose general partner is West Elk, LLC (the “General Partner”) and whose investment adviser is West Elk Capital, LLC (the “Investment Adviser”). The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with West Elk Partners.

Jason Joffe and Morgan Duke are the managers of the General Partner and Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser, and West Elk Partners.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

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Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Signature

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: January 31, 2020
WEST ELK PARTNERS, LP
By:	West Elk, LLC, General Partner
By:	/s/ Jason Joffe
Name:	Jason Joffe
Title:	Manager
Date: January 31, 2020
WEST ELK, LLC
By:	/s/ Jason Joffe
Name:	Jason Joffe
Title:	Manager
Date: January 31, 2020
WEST ELK CAPITAL, LLC
By:	/s/ Jason Joffe
Name:	Jason Joffe
Title:	Manager
Date: January 31, 2020
/s/ Jason Joffe
Jason Joffe
Date: January 31, 2020
/s/ Morgan Duke
Morgan Duke