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

Role: 10%+ Owner
Signature: /s/ Michael Masters
Stock symbol: VERO
Transactions as of: Nov 18, 2022
Transactions value $: $0
Form type: 3
Date filed: 11/28/2022, 03:28 PM
Next filing: Jun 12, 2024

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						2.54M	Nov 18, 2022	By Marlin Fund, Limited Partnership	F1
holding	VERO	Common Stock, $0.0001 par value per share						1.89M	Nov 18, 2022	By Marlin Fund II, Limited Partnership	F2
holding	VERO	Common Stock, $0.0001 par value per share						169K	Nov 18, 2022	By Marlin Fund III, Limited Partnership	F3
holding	VERO	Common Stock, $0.0001 par value per share						290K	Nov 18, 2022	By Marlin Master Fund Offshore II, LP	F4
holding	VERO	Common Stock, $0.0001 par value per share						21K	Nov 18, 2022	By Masters Capital Management, LLC	F5
holding	VERO	Common Stock, $0.0001 par value per share						4.6M	Nov 18, 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							Nov 18, 2022	Common Stock, $0.0001 par value per share	4.96M		By Marlin Fund, Limited Partnership	F1, F7
holding	VERO	Voting Convertible Preferred Stock							Nov 18, 2022	Common Stock, $0.0001 par value per share	3.94M		By Marlin Fund II, Limited Partnership	F2, F7
holding	VERO	Voting Convertible Preferred Stock							Nov 18, 2022	Common Stock, $0.0001 par value per share	360K		By Marlin Fund III, Limited Partnership	F3, F7
holding	VERO	Voting Convertible Preferred Stock							Nov 18, 2022	Common Stock, $0.0001 par value per share	740K		By Marlin Master Fund Offshore II, LP	F4, F7
holding	VERO	Voting Convertible Preferred Stock							Nov 18, 2022	Common Stock, $0.0001 par value per share	3.5M		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.