Venus Concept Form 4 Restoration Robotics / TENCH COXE 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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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^*

COXE TENCH

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

94304-1005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Restoration Robotics Inc [ HAIR ]

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)
10/16/2017

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/16/2017		C		2,116	A	$0⁽¹⁾	2,116	D
Common Stock	10/16/2017		C		7,692	A	$0⁽¹⁾	7,692	I	By Ltd Partnership (ROOS)⁽²⁾
Common Stock	10/16/2017		C		2,257	A	$0⁽¹⁾	9,949	I	By Ltd Partnership (ROOS)⁽²⁾
Common Stock	10/16/2017		C		888,690	A	$0⁽¹⁾	888,690	I	By Ltd Partnership (SHV)⁽³⁾
Common Stock	10/16/2017		C		606,386	A	$0⁽¹⁾	1,495,076	I	By Ltd Partnership (SHV)⁽³⁾
Common Stock	10/16/2017		C		479,145	A	$0⁽¹⁾	1,974,221	I	By Ltd Partnership (SHV)⁽³⁾
Common Stock	10/16/2017		C		105,369	A	$7	2,079,590	I	By Ltd Partnership (SHV)⁽³⁾
Common Stock	10/16/2017		C		102,894	A	$0⁽¹⁾	102,894	I	By Profit Sharing Plan Trust⁽⁴⁾
Common Stock	10/16/2017		C		35,264	A	$0⁽¹⁾	138,158	I	By Profit Sharing Plan Trust⁽⁴⁾
Common Stock	10/16/2017		C		22,461	A	$7	160,619	I	By Profit Sharing Plan Trust⁽⁴⁾
Common Stock	10/16/2017		C		96,844	A	$0⁽¹⁾	96,844	I	By Trust⁽⁵⁾
Common Stock	10/16/2017		C		89,830	A	$0⁽¹⁾	186,674	I	By Trust⁽⁵⁾
Common Stock	10/16/2017		C		83,948	A	$0⁽¹⁾	270,622	I	By Trust⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽¹⁾	10/16/2017		C			2,116	⁽¹⁾	⁽¹⁾	Common Stock	2,116	⁽¹⁾	0.0000	D⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	10/16/2017		C			7,692	⁽¹⁾	⁽¹⁾	Common Stock	7,692	⁽¹⁾	0.0000	I	By Ltd Partnership (ROOS)⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/16/2017		C			2,257	⁽¹⁾	⁽¹⁾	Common Stock	2,257	⁽¹⁾	0.0000	I	By Ltd Partnership (ROOS)⁽²⁾
Convertible Promissory Note	$7	10/16/2017		C			105,369⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	105,369⁽⁷⁾	⁽⁸⁾	0.0000	I	By Ltd Partnership (SHV)⁽³⁾
Series B Preferred Stock	⁽¹⁾	10/16/2017		C			606,386	⁽¹⁾	⁽¹⁾	Common Stock	606,386	⁽¹⁾	0.0000	I	By Ltd Partnership (SHV)⁽³⁾
Series C Preferred Stock	⁽¹⁾	10/16/2017		C			888,690	⁽¹⁾	⁽¹⁾	Common Stock	888,690	⁽¹⁾	0.0000	I	By Ltd Partnership (SHV)⁽³⁾
Convertible Promissory Note	$7	10/16/2017		C			22,461⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	22,461⁽⁷⁾	⁽⁸⁾	0.0000	I	By Profit Sharing Plan Trust⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	10/16/2017		C			35,264	⁽¹⁾	⁽¹⁾	Common Stock	35,264	⁽¹⁾	0.0000	I	By Profit Sharing Plan Trust⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	10/16/2017		C			102,894	⁽¹⁾	⁽¹⁾	Common Stock	102,894	⁽¹⁾	0.0000	I	By Profit Sharing Plan Trust⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	10/16/2017		C			89,830	⁽¹⁾	⁽¹⁾	Common Stock	89,830	⁽¹⁾	0.0000	I	By Trust⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	10/16/2017		C			96,844	⁽¹⁾	⁽¹⁾	Common Stock	96,844	⁽¹⁾	0.0000	I	By Trust⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	10/16/2017		C			83,948	⁽¹⁾	⁽¹⁾	Common Stock	83,948	⁽¹⁾	0.0000	I	By Trust⁽⁵⁾

Explanation of Responses:

1. The issuer's preferred stock will automatically convert into issuer's common stock on a one-to-one basis immediately prior to the closing of the issuer's initial public offering and has no expiration date.

2. Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the general partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

3. Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

4. Shares held by the SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.

5. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

6. Shares held by an individual retirement account, for the benefit of the reporting person.

7. This reported amount represents the number of shares issuable upon the conversion of the principal and accrued interest of the convertible promissory note held by the reporting person.

8. The outstanding principal and accrued interest of the reporting person's convertible promissory note automatically converted into shares of the issuer's common stock at the price per share available to the public as set forth in the final prospectus related to the initial public offering upon closing of the initial public offering.

	/s/ Robert Yin, by power of attorney	10/18/2017
	** 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 4 (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.

Venus Concept (VERO) Form 4Restoration Robotics / TENCH COXE ownership change