Venus Concept (VERO) Form 4 Venus Concept / Soren Maor Sinay 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^*

Sinay Soren Maor

(Last) (First) (Middle)

C/O VENUS CONCEPT INC.

235 YORKLAND BLVD., SUITE 900

(Street)

TORONTO A6 M2J 4Y8

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

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)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/07/2019		A		66,659	A	$3.75(1)	66,659	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
Employee Stock Options (right to buy)	$1.35	11/07/2019		A		2,883		(2)	01/01/2023	Common Stock	2,883	(3)	2,883	D
Employee Stock Options (right to buy)	$3.6	11/07/2019		A		4,325		(2)	02/05/2025	Common Stock	4,325	(4)	4,325	D
Employee Stock Options (right to buy)	$5.25	11/07/2019		A		14,417		(5)	03/06/2027	Common Stock	14,417	(6)	14,417	D
Employee Stock Options (right to buy)	$7.05	11/07/2019		A		36,044		(7)	07/09/2027	Common Stock	36,044	(8)	36,044	D
Employee Stock Options (right to buy)	$7.95	11/07/2019		A		5,767		(9)	08/08/2028	Common Stock	5,767	(10)	5,767	D
Employee Stock Options (right to buy)	$7.95	11/07/2019		A		37,485		(11)	10/22/2028	Common Stock	37,485	(12)	37,485	D
Warrants (right to buy)	$6	11/07/2019		A		66,659(1)		05/07/2020	11/07/2024	Common Stock	33,329.5(1)	(1)	66,659(1)	D

Explanation of Responses:

1. These securities were purchased from the Issuer at a purchase price of $3.75 per unit, consisting of one share of Common Stock and a warrant exercisable for 0.5 shares of Common Stock, with two warrants exercisable for one share of Common Stock at an exercise price of $6.00 per share.

2. As of the Transaction Date, these options to acquire Common Stock of the Issuer are fully vested and exercisable.

3. Received, in connection with the merger of a wholly-owned subsidiary of Restoration Robotics, Inc. with and into Venus Concept Ltd. (the "Merger"), in exchange for an employee stock option to acquire 5,000 Venus Concept Ltd. ordinary shares with an original exercise price of $0.75 per share.

4. Received, in connection with the Merger, in exchange for an employee stock option to acquire 7,500 Venus Concept Ltd. ordinary shares with an original exercise price of $2.00 per share.

5. As of the Transaction Date, 12,103 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 1,202 options vest and become exercisable on each of December 6, 2019 and March 6, 2020.

6. Received, in connection with the Merger, in exchange for an employee stock option to acquire 25,000 Venus Concept Ltd. ordinary shares with an original exercise price of $3.00 per share.

7. As of the Transaction Date, 19,520 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 751 options vest and become exercisable monthly from November 9, 2019 through July 9, 2021, with the final vesting of 752 options on August 9, 2021.

8. Received, in connection with the Merger, in exchange for an employee stock option to acquire 62,500 Venus Concept Ltd. ordinary shares with an original exercise price of $4.00 per share.

9. As of the Transaction Date, 1,679 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. The remaining balance of 4,088 options vest ratably and become exercisable each month from November 8, 2019 to August 8, 2022.

10. Received, in connection with the Merger, in exchange for an employee stock option to acquire 10,000 Venus Concept Ltd. ordinary shares with an original exercise price of $4.57 per share.

11. As of the Transaction Date, 9,369 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 2,343 options vest and become exercisable quarterly from January 1, 2020 to October 1, 2022.

12. Received, in connection with the Merger, in exchange for an employee stock option to acquire 65,000 Venus Concept Ltd. ordinary shares with an original exercise price of $4.57 per share.

Remarks:

	/s/ Domenic Di Sisto, attorney-in-fact	11/07/2019
	** Signature of Reporting Person	Date
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