Khaled Nasr Form 4 Venus Concept / ARNOLD L ORONSKY ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

InterWest Partners IX, LP

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/07/2019		C		301,605(1)	A	(3)	658,657(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Unsecured Subordinated Convertible Promissory Note	(3)	11/07/2019		C			$2,000,000	(4)	08/28/2020	Common Stock	301,605	$0.00	0	D

1. Name and Address of Reporting Person^*

InterWest Partners IX, LP

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

InterWest Management Partners IX, LLC

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ORONSKY ARNOLD L

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NASR KHALED

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Received in connection with the Agreement and Plan of Merger and Reorganization dated March 15, 2019, among the Issuer (formerly known as Restoration Robotics, Inc.), Radiant Merger Sub Ltd, an entity organized under the laws of Israel and Venus Concept Ltd, an entity organized under the laws of Israel (the "Merger"), upon the conversion of the outstanding principal and any accrued and unpaid interest of an 8% Convertible Promissory Notes issued by Venus Concept Inc., dated as of February 28, 2019 in the original principal amount of $2,000,000.00 and accrued interest income of $110,027.40. Share data reported herein reflects the 1-for-15 reverse stock split that occurred after the note conversion on November 7, 2019.

2. The securities are directly held by InterWest Partners IX, LP ("IW9"). InterWest Management Partners IX, LLC ("IMP9") as the general partner of IW9, may be deemed to beneficially own the shares held by IW9. Arnold L. Oronsky and Gilbert H. Kliman are Managing Directors of IMP9, and Khaled A. Nasr is a Venture Member of IMP9. Gilbert H. Kliman is also a Director of the Issuer, and has filed a separate Form 4 in his own name. Each of the foregoing persons may be deemed to beneficially own the shares held by IW9, and each foregoing person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. IW9 ceased to be a 10% owner upon closing of the Merger.

3. This Unsecured Subordinated Convertible Promissory Note was converted with a conversion price of $0.4664 prior to the 1-for-15 reverse stock split that occurred on November 7, 2019.

4. This Unsecured Subordinated Convertible Promissory Note converted upon the consummation of the Merger, pursuant to its terms.

Remarks:

	/s/ Karen Wilson, Attorney-in-Fact for InterWest Partners IX, LP	11/12/2019
	/s/ Karen Wilson, Attorney-in-Fact for InterWest Management Partners IX, LLC	11/12/2019
	/s/ Karen Wilson, Attorney-in-Fact for Arnold L Oronsky	11/12/2019
	/s/ Karen Wilson, Attorney-in-Fact for Khaled A. Nasr	11/12/2019
	** Signature of Reporting Person	Date
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