EW Healthcare Partners, L.P. - Nov 18, 2022 Form 4/A - Amendment Insider Report for Venus Concept Inc. (VERO)

Role
10%+ Owner
Signature
EW Healthcare Partners L.P.; By Essex Woodlands Fund IX-GP, L.P., its General Partner; By Essex Woodlands IX, LLC, its General Partner; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk
Stock symbol
VERO
Transactions as of
Nov 18, 2022
Transactions value $
$3,000,000
Form type
4/A - Amendment
Date filed
11/22/2022, 07:10 PM
Date Of Original Report
Nov 22, 2022
Previous filing
Dec 17, 2021
Next filing
May 17, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VERO Voting Convertible Preferred Stock Purchase $2.88M +1.44M $2.00 1.44M Nov 18, 2022 Common Stock 14.4M $0.00 EW Healthcare Partners, LP F1, F2, F4
transaction VERO Voting Convertible Preferred Stock Purchase $116K +58K $2.00 58K Nov 18, 2022 Common Stock 580K $0.00 EW Healthcare Partners-A, LP F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Voting Convertible Preferred Stock will convert into shares of Common Stock on a one for ten basis (i) at the option the holder or (ii) at the option of the Company within 30 days following the occurrence of certain events. The Voting Convertible Preferred Convertible Stock votes with the Common Stock on an as-converted basis. The Voting Convertible Preferred Stock does not expire.
F2 Held by EW Healthcare Partners L.P. ("EWHP"). Essex Woodlands Fund IX-GP, L.P. ("EW Fund IX GP") is the general partner of EWHP and EWHP-A (as defined below). Essex Woodlands IX, LLC ("Essex IX General Partner") is the general partner of Essex IX Fund GP. Martin P. Sutter, R. Scott Barry, Ronald W. Eastman, Petri Vainio and Steve Wiggins are each a Manager of Essex IX General Partner (the "Managers"). Each of the Managers may be deemed to exercise shared voting and investment power with respect to such shares. Each of EW Fund IX GP, Essex IX General Partner and the Managers, including Mr. Barry who is a member of the Issuer's board of directors, disclaims beneficial ownership of the shares held by EWHP and EWHP-A, except to the extent of any pecuniary interests therein.
F3 Held by EW Healthcare Partners-A.L.P. ("EWHP-A").
F4 This Amended Form 4 is filed only to correct the Amount of Securities Underlying Derivative Security set forth in Box 7 of Table II in the original Form 4 filed on November 22, 2022 shown for EW Healthcare Partners, LP. from 14,410,850 to 14,419,850, and to correct the Suite number for the Reporting Persons' address to Suite 225. No other changes has been made to the original Form 4 filed on November 22, 2022 relating to the trade made on November 18, 2022.