Masters Capital Management Form 3 Venus Concept / Michael Willingham Masters ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Masters Michael Willingham

(Last)

(First)

(Middle)

3060 PEACHTREE ROAD NW, SUITE 1425

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2022

3. Issuer Name and Ticker or Trading Symbol
Venus Concept Inc. [ VERO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value per share	2,535,198	I⁽¹⁾	By Marlin Fund, Limited Partnership
Common Stock, $0.0001 par value per share	1,885,401	I⁽²⁾	By Marlin Fund II, Limited Partnership
Common Stock, $0.0001 par value per share	168,502	I⁽³⁾	By Marlin Fund III, Limited Partnership
Common Stock, $0.0001 par value per share	289,899	I⁽⁴⁾	By Marlin Master Fund Offshore II, LP
Common Stock, $0.0001 par value per share	21,000	I⁽⁵⁾	By Masters Capital Management, LLC
Common Stock, $0.0001 par value per share	4,599,173	I⁽⁶⁾	By MSS VC SPV LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Voting Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock, $0.0001 par value per share	4,960,000	⁽⁷⁾	I⁽¹⁾	By Marlin Fund, Limited Partnership
Voting Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock, $0.0001 par value per share	3,940,000	⁽⁷⁾	I⁽²⁾	By Marlin Fund II, Limited Partnership
Voting Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock, $0.0001 par value per share	360,000	⁽⁷⁾	I⁽³⁾	By Marlin Fund III, Limited Partnership
Voting Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock, $0.0001 par value per share	740,000	⁽⁷⁾	I⁽⁴⁾	By Marlin Master Fund Offshore II, LP
Voting Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock, $0.0001 par value per share	3,500,000	⁽⁷⁾	I⁽⁶⁾	By MSS VC SPV LP

1. Name and Address of Reporting Person^*

Masters Michael Willingham

(Last)

(First)

(Middle)

3060 PEACHTREE ROAD NW, SUITE 1425

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MASTERS CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

3060 PEACHTREE ROAD, NW, SUITE 1425

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Masters Special Situations, LLC

(Last)

(First)

(Middle)

3060 PEACHTREE ROAD NW, SUITE 1425

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Marlin Fund, Limited Partnership

(Last)

(First)

(Middle)

C/O MASTERS CAPITAL MANAGEMENT, LLC

3060 PEACHTREE ROAD NW, SUITE 1425

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Marlin Fund II, Limited Partnership

(Last)

(First)

(Middle)

C/O MASTERS CAPITAL MANAGEMENT, LLC

3060 PEACHTREE ROAD NW, SUITE 1425

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Marlin Fund III, Limited Partnership

(Last)

(First)

(Middle)

C/O MASTERS CAPITAL MANAGEMENT, LLC

3060 PEACHTREE ROAD NW, SUITE 1425

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Marlin Master Fund Offshore II, LP

(Last)

(First)

(Middle)

C/O MASTERS CAPITAL MANAGEMENT, LLC

3060 PEACHTREE ROAD, NW, SUITE 1425

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MSS VC SPV LP

(Last)

(First)

(Middle)

C/O MASTERS SPECIAL SITUATIONS, LLC

3060 PEACHTREE ROAD, NW, STE.1425

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are held in the account of Marlin Fund, Limited Partnership, a private fund managed by Masters Capital Management, LLC ("MCM"). These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.

2. These securities are held in the account of Marlin Fund II, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund II, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.

3. These securities are held in the account of Marlin Fund III, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund III, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.

4. These securities are held in the account of Marlin Master Fund Offshore II, LP, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Master Fund Offshore II, LP, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.

5. These securities are held in the accounts of other clients advised by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as advisor to such accounts, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.

6. These securities are held in the account of MSS VC SPV LP, a private fund managed by Masters Special Situations, LLC ("MSS"). These securities may be deemed to be beneficially owned by MSS by virtue of its role as the investment manager of such private fund and as managing member of MSS VC SPV GP, LLC, the general partner of such private fund, and Michael Masters by virtue of his role as the controlling founder of MSS.

7. Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), is convertible into shares of the Issuer's Common Stock, $0.0001 par value per share on a 1-for-10 basis at any time at the holder's election. The shares have no expiration date.

	/s/ Michael Masters	11/28/2022
	Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member	11/28/2022
	Masters Special Situations, LLC, By: /s/ Michael Masters, Authorized Signatory	11/28/2022
	Marlin Fund, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member	11/28/2022
	Marlin Fund II, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member	11/28/2022
	Marlin Fund III, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member	11/28/2022
	Marlin Master Offshore II, LP, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member	11/28/2022
	MSS VC SPV LP, By: MSS VC SPV GP, LLC, By: Masters Special Situations, LLC, By: /s/ Michael Masters, Michael Masters	11/28/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Masters Capital Management Form 3Venus Concept / Michael Willingham Masters ownership change