Serafino Domenic Form 4 Venus Concept / Domenic Serafino 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Serafino Domenic

(Last) (First) (Middle)

C/O VENUS CONCEPT INC.

235 YORKLAND BLVD., SUITE 900

(Street)

TORONTO A6 M2J 4YB

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive 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		447,755	A	(1)	447,755	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)	$0.45	11/07/2019		A		311,003		(2)	03/31/2021	Common Stock	311,003	(3)	311,003	D
Employee Stock Options (right to buy)	$1.35	11/07/2019		A		293,154		(2)	09/01/2023	Common Stock	293,154	(4)	293,154	D
Employee Stock Options (right to buy)	$3.6	11/07/2019		A		343,717		(2)	02/05/2025	Common Stock	343,717	(5)	343,717	D
Employee Stock Options (right to buy)	$1.35	11/07/2019		A		15,586		(2)	03/31/2021	Common Stock	15,586	(6)	15,586	I	By Spouse
Employee Stock Options (right to buy)	$1.35	11/07/2019		A		1,714		(2)	01/01/2023	Common Stock	1,714	(7)	1,714	I	By Spouse
Employee Stock Options (right to buy)	$1.35	11/07/2019		A		5,767		(2)	01/26/2024	Common Stock	5,767	(8)	5,767	I	By Spouse
Employee Stock Options (right to buy)	$3.6	11/07/2019		A		5,767		(2)	06/01/2024	Common Stock	5,767	(9)	5,767	I	By Spouse

Explanation of Responses:

1. 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 776,400 ordinary shares of Venus Concept Ltd.

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, in exchange for an employee stock option to acquire 539,275 Venus Concept Ltd. ordinary shares with an original exercise price of $0.25 per share.

4. Received, in connection with the Merger, in exchange for an employee stock option to acquire 508,325 Venus Concept Ltd. ordinary shares with an original exercise price of $0.75 per share.

5. Received, in connection with the Merger, in exchange for an employee stock option to acquire 596,000 Venus Concept Ltd. ordinary shares with an original exercise price of $2.00 per share.

6. Received, in connection with the Merger, in exchange for an employee stock option to acquire 27,027 Venus Concept Ltd. ordinary shares with an original exercise price of $0.75 per share.

7. Received, in connection with the Merger, in exchange for an employee stock option to acquire 2,973 Venus Concept Ltd. ordinary shares with an original exercise price of $0.75 per share.

8. 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 $0.75 per share.

9. 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 $2.00 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.