Venus Concept (VERO) SC 13G Venus Concept Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.        )*

Venus Concept Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

92332W 105

(CUSIP Number)

Steven Peck, Esq.

Michael Saliba, Esq.

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036-8299

(212) 969-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 7, 2019

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

CUSIP No. 92332W 105

1.	NAMES OF REPORTING PERSONS    SEDCO Capital Cayman Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION    Cayman Islands

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER    0
	6.	SHARED VOTING POWER    533,333
	7.	SOLE DISPOSITIVE POWER    0
	8.	SHARED DISPOSITIVE POWER    533,333

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    533,333
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    1.8%
12.	TYPE OF REPORTING PERSON (see instructions)    OO

CUSIP No. 92332W 105

1.	NAMES OF REPORTING PERSONS    SC Venus US Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION    Cayman Islands

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER    0
	6.	SHARED VOTING POWER   1,866,666
	7.	SOLE DISPOSITIVE POWER    0
	8.	SHARED DISPOSITIVE POWER   1,866,666

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,866,666
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    6.3%
12.	TYPE OF REPORTING PERSON (see instructions)    OO

CUSIP No. 92332W 105

1.	NAMES OF REPORTING PERSONS   SC Venus Opportunities Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER    0
	6.	SHARED VOTING POWER   1,866,666
	7.	SOLE DISPOSITIVE POWER    0
	8.	SHARED DISPOSITIVE POWER   1,866,666

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,866,666
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    6.3%
12.	TYPE OF REPORTING PERSON (see instructions)    OO

CUSIP No. 92332W 105

1.	NAMES OF REPORTING PERSONS   Saudi Economic and Development Securities Company
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Kingdom of Saudi Arabia

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER    0
	6.	SHARED VOTING POWER   4,266,665
	7.	SOLE DISPOSITIVE POWER    0
	8.	SHARED DISPOSITIVE POWER   4,266,665

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,266,665
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    14.4%
12.	TYPE OF REPORTING PERSON (see instructions)    OO

Explanatory Note

This Schedule 13G is filed to report the Reporting Persons’ ownership of shares of common stock, $0.0001 par value per share, of Venus Concept Inc. (the “common stock”). The Reporting Persons’ current beneficial ownership of the common stock is set forth on the cover pages hereto.

Item 1.	(a)	Name of Issuer:
		Venus Concept Inc.
	(b)	Address of Issuer’s Principal Executive Offices:
		235 Yorkland Blvd, Suite 900 Toronto, Ontario M2J 4Y8
Item 2.	(a) through (c):
	This Schedule 13G is being jointly filed by and on behalf of each of SEDCO Capital Cayman Limited, SC Venus US Limited, SC Venus Opportunities Limited and Saudi Economic and Development Securities Company (each, a “Reporting Person,” and together, the “Reporting Persons”). SEDCO Capital Cayman Limited, SC Venus US Limited and SC Venus Opportunities Limited are the record owners of the common stock set forth on the cover pages hereto. Saudi Economic and Development Securities Company is the investment manager of SC Venus US Limited and SC Venus Opportunities Limited and may be deemed to beneficially own securities held by SC Venus US Limited or SC Venus Opportunities Limited. Saudi Economic and Development Securities Company is the parent of SEDCO Capital Cayman Limited and may be deemed to beneficially own securities held by SEDCO Capital Cayman Limited.
	(a)-(c)	Name, Address and Citizenship of Reporting Persons Reporting Person: SEDCO Capital Cayman Limited Address: P.O. Box 309, Ugland House Grand Cayman,KY1-1104, Cayman Islands Place of Organization: Cayman Islands Reporting Person: SC Venus US Limited Address: P.O. Box 709, Willow House, Cricket Square Grand Cayman,KY1-1107, Cayman Islands Place of Organization: Cayman Islands SC Venus Opportunities Limited Address: P.O. Box 709, Willow House, Cricket Square Grand Cayman,KY1-1107, Cayman Islands Place of Organization: Cayman Islands Saudi Economic and Development Securities Company Address: King Abdulaziz Road, Al Morjan Dist., P.O. Box 13396, Jeddah 21493, Kingdom of Saudi Arabia Place of Organization: Kingdom of Saudi Arabia

	(d)	Title of Class of Securities
		Common Stock, $0.0001 par value per share.
	(e)	CUSIP Number
		92332W 105
Item 3.	If this statement is filed pursuant to§§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a:
	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.80a-8).
	(e)	☐	An investment adviser in accordance with§240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with§240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with§240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.80a-3);
(j)	☐	Group, in accordance with§240.13d-1(b)(1)(ii)(J).
	Not applicable.

Item 4. Ownership.

Reference is made as to each of the Reporting Persons hereunder to Rows5-9 and 11 of each of the cover pages of this Schedule 13G, which are incorporated by reference herein.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 15, 2019	SEDCO Capital Cayman Limited
	/s/ Samer Shaaban Name: Samer Shaaban Title: Director
	SC Venus US Limited
	/s/ Eisa Matouk Abdulatie Name: Eisa Matouk Abdulatie Title: Director
	SC Venus Opportunities Limited
	/s/ Eisa Matouk Abdulatie Name: Eisa Matouk Abdulatie Title: Director
	Saudi Economic and Development Securities Company
	/s/ Talal AlJedaibi Name: Talal AlJedaibi Title: Head of Finance and Operations

Exhibit Index

Exhibit	Description of Exhibit
99.1	Joint Filing Agreement dated November 15, 2019