Richard Scott Barry - Nov 18, 2022 Form 4 Insider Report for Venus Concept Inc. (VERO)

Role
Director, 10%+ Owner
Signature
/s/ Michael Mandarello as attorney-in-fact for Richard Scott Barry
Stock symbol
VERO
Transactions as of
Nov 18, 2022
Transactions value $
$3,000,000
Form type
4
Date filed
11/22/2022, 04:10 PM
Previous filing
Mar 28, 2022
Next filing
Mar 28, 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
transaction VERO Voting Convertible Preferred Stock Purchase $116K +58K $2.00 58K Nov 18, 2022 Common Stock 580K $0.00 Held by EW Healthcare Partners-A.L.P. 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 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 Preferred Stock votes with the Common Stock on an as-converted basis. The Voting 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").