| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Venus Concept Inc. [ VERO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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 | |
| 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. | ||
