EW Healthcare Partners, L.P. - Sep 8, 2023 Form 4 Insider Report for Venus Concept Inc. (VERO)

Role
Other*, 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 Scott Barry, Manager; By Gregory L. Hill, Attorney-in-Fact, /s/ Gregory L. Hill
Stock symbol
VERO
Transactions as of
Sep 8, 2023
Transactions value $
$1,000,001
Form type
4
Date filed
9/12/2023, 05:28 PM
Previous filing
Sep 6, 2023
Next filing
Oct 20, 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 Senior Convertible Preferred Stock Purchase $1M +292K +37.44% $3.42 1.07M Sep 8, 2023 Common Stock 780K $0.00 I F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 by 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 281,089 shares of the amount shown above and EWHP-A purchased 11,309 shares of the amount shown above. EWHP now holds a total of 1,031,786 shares of Senior Convertible Preferred Stock (convertible into 2,751,463 shares of Common Stock) of the Issuer and EWHP-A now holds a total of 41,511 shares of Senior Convertible Preferred Stock (convertible into 110,697 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, 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, the 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.