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^*

Madryn Asset Management, LP

(Last) (First) (Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK NY 10017

(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)
05/24/2024

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
Series Y Convertible Preferred Stock	(1)	05/24/2024		P		576,986		05/24/2024	(2)	Common Stock	57,698,600(1)	(3)	576,986	I	See footnotes(4)(5)

1. Name and Address of Reporting Person^*

Madryn Asset Management, LP

(Last) (First) (Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madryn Health Partners, LP

(Last) (First) (Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madryn Health Partners (Cayman Master), LP

(Last) (First) (Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madryn Health Advisors, LP

(Last) (First) (Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. Each share of the Company's Series Y Convertible Preferred Stock (the "Series Y Preferred Stock") is convertible into one hundred (100) shares of Common Stock at any time at the option of the holder or automatically upon certain conditions, including the completion by the Company of a $30.0 million common equity raise.

2. The Series Y Preferred Stock is perpetual and therefore has no expiration date.

3. The reported transaction involved an exchange of $35,000,000 of existing senior secured indebtedness for 576,986 shares of newly-created convertible preferred stock of the Company, designated as "Series Y Convertible Preferred Stock".

4. Represents securities held directly by Madryn Health Partners, LP ("Health Partners LP") and Madryn Health Partners (Cayman Master), LP ("Cayman Master LP" and together with Health Partners LP, the "Funds"). Madryn Asset Management, LP, as investment advisor for each of the Funds, and Madryn Health Advisors, LP, as general partner of each of the Funds, may be deemed to be beneficial owners of the shares held directly by the Funds.

5. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

	/s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory	05/29/2024
	/s/ Madryn Health Partners, LP, by John Ricciardi, Authorized Signatory	05/29/2024
	/s/ Madryn Health Partners (Cayman Master), LP, by John Ricciardi, Authorized Signatory	05/29/2024
	/s/ Madryn Health Advisors, LP, by John Ricciardi, Authorized Signatory	05/29/2024
	** Signature of Reporting Person	Date
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