Michael Willingham Masters - 18 Nov 2022 Form 3 Insider Report for Venus Concept Inc. (VERO)

Role
10%+ Owner
Signature
/s/ Michael Masters
Issuer symbol
VERO
Transactions as of
18 Nov 2022
Net transactions value
$0
Form type
3
Filing time
28 Nov 2022, 15:28:10 UTC
Next filing
12 Jun 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VERO Common Stock, $0.0001 par value per share 2,535,198 18 Nov 2022 By Marlin Fund, Limited Partnership F1
holding VERO Common Stock, $0.0001 par value per share 1,885,401 18 Nov 2022 By Marlin Fund II, Limited Partnership F2
holding VERO Common Stock, $0.0001 par value per share 168,502 18 Nov 2022 By Marlin Fund III, Limited Partnership F3
holding VERO Common Stock, $0.0001 par value per share 289,899 18 Nov 2022 By Marlin Master Fund Offshore II, LP F4
holding VERO Common Stock, $0.0001 par value per share 21,000 18 Nov 2022 By Masters Capital Management, LLC F5
holding VERO Common Stock, $0.0001 par value per share 4,599,173 18 Nov 2022 By MSS VC SPV LP F6

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
holding VERO Voting Convertible Preferred Stock 18 Nov 2022 Common Stock, $0.0001 par value per share 4,960,000 By Marlin Fund, Limited Partnership F1, F7
holding VERO Voting Convertible Preferred Stock 18 Nov 2022 Common Stock, $0.0001 par value per share 3,940,000 By Marlin Fund II, Limited Partnership F2, F7
holding VERO Voting Convertible Preferred Stock 18 Nov 2022 Common Stock, $0.0001 par value per share 360,000 By Marlin Fund III, Limited Partnership F3, F7
holding VERO Voting Convertible Preferred Stock 18 Nov 2022 Common Stock, $0.0001 par value per share 740,000 By Marlin Master Fund Offshore II, LP F4, F7
holding VERO Voting Convertible Preferred Stock 18 Nov 2022 Common Stock, $0.0001 par value per share 3,500,000 By MSS VC SPV LP F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities are held in the account of Marlin Fund, Limited Partnership, a private fund managed by Masters Capital Management, LLC ("MCM"). These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
F2 These securities are held in the account of Marlin Fund II, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund II, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
F3 These securities are held in the account of Marlin Fund III, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund III, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
F4 These securities are held in the account of Marlin Master Fund Offshore II, LP, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Master Fund Offshore II, LP, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
F5 These securities are held in the accounts of other clients advised by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as advisor to such accounts, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
F6 These securities are held in the account of MSS VC SPV LP, a private fund managed by Masters Special Situations, LLC ("MSS"). These securities may be deemed to be beneficially owned by MSS by virtue of its role as the investment manager of such private fund and as managing member of MSS VC SPV GP, LLC, the general partner of such private fund, and Michael Masters by virtue of his role as the controlling founder of MSS.
F7 Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), is convertible into shares of the Issuer's Common Stock, $0.0001 par value per share on a 1-for-10 basis at any time at the holder's election. The shares have no expiration date.