Michael Masters - Jun 7, 2024 Form 4 Insider Report for Venus Concept Inc. (VERO)

Role
10%+ Owner
Signature
/s/ Michael Masters
Stock symbol
VERO
Transactions as of
Jun 7, 2024
Transactions value $
-$589,868
Form type
4
Date filed
6/12/2024, 04:06 PM
Previous filing
Nov 28, 2022
Next filing
Oct 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VERO Common Stock, $0.0001 par value per share Sale -$207K -172K -100% $1.20 0 Jun 7, 2024 By Marlin Fund, Limited Partnership. See footnote F1
transaction VERO Common Stock, $0.0001 par value per share Sale -$154K -128K -100% $1.20 0 Jun 7, 2024 By Marlin Fund II, Limited Partnership.See footnote F2
transaction VERO Common Stock, $0.0001 par value per share Sale -$13.8K -11.5K -100% $1.20 0 Jun 7, 2024 By Marlin Fund III, Limited Partnership. See footnote F3
transaction VERO Common Stock, $0.0001 par value per share Sale -$23.8K -19.8K -100% $1.20 0 Jun 7, 2024 By Marlin Master Fund Offshore II, LP. See footnote F4
transaction VERO Common Stock, $0.0001 par value per share Sale -$1.79K -1.49K -100% $1.20 0 Jun 7, 2024 By Masters Capital Management, LLC. See footnote F5
transaction VERO Common Stock, $0.0001 par value per share Sale -$65.9K -53.9K -17.58% $1.22 253K Jun 7, 2024 By MSS VC SPV LP. See footnote F6
transaction VERO Common Stock, $0.0001 par value per share Conversion of derivative security $0 +331K $0.00 331K Jun 10, 2024 By Marlin Fund, Limited Partnership. See footnote F1
transaction VERO Common Stock, $0.0001 par value per share Conversion of derivative security $0 +263K $0.00 263K Jun 10, 2024 By Marlin Fund II, Limited Partnership.See footnote F2
transaction VERO Common Stock, $0.0001 par value per share Conversion of derivative security $0 +24K $0.00 24K Jun 10, 2024 By Marlin Fund III, Limited Partnership. See footnote F3
transaction VERO Common Stock, $0.0001 par value per share Conversion of derivative security $0 +49.3K $0.00 49.3K Jun 10, 2024 By Marlin Master Fund Offshore II, LP. See footnote F4
transaction VERO Common Stock, $0.0001 par value per share Conversion of derivative security $0 +233K +92.33% $0.00 486K Jun 11, 2024 By MSS VC SPV LP. See footnote F6
transaction VERO Common Stock, $0.0001 par value per share Sale -$123K -103K -21.13% $1.20 383K Jun 11, 2024 By MSS VC SPV LP. See footnote 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
transaction VERO Voting Convertible Preferred Stock Conversion of derivative security -496K -100% 0 Jun 10, 2024 Common Stock, $0.0001 par value per share 331K See footnote F1, F7, F8
transaction VERO Voting Convertible Preferred Stock Conversion of derivative security -394K -100% 0 Jun 10, 2024 Common Stock, $0.0001 par value per share 263K See footnote F2, F7, F8
transaction VERO Voting Convertible Preferred Stock Conversion of derivative security -36K -100% 0 Jun 10, 2024 Common Stock, $0.0001 par value per share 24K See footnote F3, F7, F8
transaction VERO Voting Convertible Preferred Stock Conversion of derivative security -74K -100% 0 Jun 10, 2024 Common Stock, $0.0001 par value per share 49.3K See footnote F4, F7, F8
transaction VERO Voting Convertible Preferred Stock Conversion of derivative security -350K -100% 0 Jun 11, 2024 Common Stock, $0.0001 par value per share 233K See footnote F6, F7, F8
* 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 The Voting Convertible Preferred Stock has no expiration date.
F8 Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), was converted into shares of the Issuer's Common Stock, $0.0001 par value per share, on a 1-for-10 basis at the holder's election, subject to the Issuer's 1-for-15 reverse stock split that was effected on May 15, 2023.

Remarks:

As of June 11, 2024, the only Reporting Person with beneficial ownership of more than 10% of the Common Stock of the Issuer is Michael Masters. Each of the Reporting Persons disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.