EW Healthcare Partners, L.P. - 12 Jul 2023 Form 4 Insider Report for Venus Concept Inc. (VERO)

Role
Other*, 10%+ Owner
Signature
EW Healthcare Partners, L.P.; By Essex Woodlands Fund IX-GP, L.P., its General Partner;By Essex Woodlands IX, LLC, its General Partner; By Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk
Issuer symbol
VERO
Transactions as of
12 Jul 2023
Net transactions value
$0
Form type
4
Filing time
13 Jul 2023, 10:53:58 UTC
Previous filing
17 May 2023
Next filing
24 Aug 2023
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VERO Senior Convertible Preferred Stock Purchase $0 +500,000 +178% $0.000000 780,899 12 Jul 2023 Common Stock 1,333,350 $4.00 I F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Senior Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 2.6667 shares of Common Stock for each share of Senior Convertible Preferred Stock at the option of the holder at any time or at the option of the Issuer under certain conditions.
F2 The share total shown above is the aggregate amount of shares of Senior Convertible Preferred Stock purchased by EW Healthcare Partners, L.P. ("EWHP") and EW Healthcare Partners-A, L.P. ("EWHP-A") on the date set forth above. EWHP purchased 480,662 shares of the amount shown above and EWHP-A purchased 19,338 shares of the amount shown above. EWHP now holds a total of 750,697 shares of Senior Convertible Preferred Stock (convertible into 2,001,883 shares of Common Stock) of the Issuer and EWHP-A now holds a total of 30,202 shares of Senior Convertible Preferred Stock (convertible into 80,540 shares of Common Stock) of the Issuer.
F3 Essex Woodlands Fund IX-GP, L.P. (the "EW Fund IX GP"), is the general partner of each of EW Healthcare Partners, L.P. ("EWHP") and EW Healthcare Partners-A, L.P. ("EWHP-A" and together with EWHP, the "EWHP Funds"). Essex Woodlands IX, LLC (the "General Partner") is the general partner of EW Fund IX GP. The General Partner holds sole voting and dispositive power over the shares held by each of the EW Funds (the "Shares''). The managers of the General Partner are Martin P. Sutter, Scott Barry, Ron Eastman, and Petri Vainio (collectively, the ''Managers'') and may exercise voting and investment control over the Shares only by majority action of the Managers. Each individual Manager, the EW Funds GP and the General Partner disclaims ownership over the Shares except to the extent of his or its respective pecuniary interest therein.