Venus Concept (VERO) Form 4 Change in insider ownership

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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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^*

EW Healthcare Partners, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE SUITE 225

(Street)

THE WOODLANDS TX 77380

(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)	X	Other (specify below)
See footnotes 2 and 3

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2023

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

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
Senior Convertible Preferred Stock	$0.00	10/20/2023	10/20/2023	P		502,513(2)		(1)	(1)	Common Stock	1,340,051	$3.98	1,575,810	I(2)(3)	I(2)(3)

1. Name and Address of Reporting Person^*

EW Healthcare Partners, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EW Healthcare Partners-A, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Essex Woodlands Fund IX-GP, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Essex Woodlands IX, LLC

(Last) (First) (Middle)

21 WATERWAY AVENUE SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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 483,078 shares of the amount shown above and EWHP-A purchased 19,435 shares of the amount shown above. EWHP now holds a total of 1,514,864 shares of Senior Convertible Preferred Stock (convertible into 4,039,688 shares of Common Stock) of the Issuer and EWHP-A now holds a total of 60,946 shares of Senior Convertible Preferred Stock (convertible into 162,525 shares of Common Stock) of the Issuer.

3. 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.

Remarks:

	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	10/20/2023
	EW Healthcare Partners-A, 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	10/20/2023
	Essex Woodlands Fund IX-GP, L.P.; By Essex Woodlands IX, LLC, its General Partner; By Scott Barry, Manager; By Gregory L. Hill, Attorney-in-Fact, /s/ Gregory L. Hill	10/20/2023
	Essex Woodlands IX, LLC; By Scott Barry, Manager; By Gregory L. Hill, Attorney-in-Fact, /s/ Gregory L. Hill	10/20/2023
	** Signature of Reporting Person	Date
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