EW Healthcare Partners, L.P. - Jan 18, 2024 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 Gregory L. Hill, Attorney-in-Fact, /s/ Gregory L. Hill
Stock symbol: VERO
Transactions as of: Jan 18, 2024
Transactions value $: $2,000,000
Form type: 4
Date filed: 1/19/2024, 04:05 PM
Previous filing: Oct 20, 2023

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	Secured Subordinated Convertible Notes	Purchase	$2M				$2M	Jan 18, 2024	Common Stock	1.6M		See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The secured subordinated convertible notes in the aggregate principal amount of $2,000,000.00 (the "Notes") are convertible at any time into an aggregate 1,598,722 shares of common stock, $0.0001 par value per share ("Common Stock"), of Venus Concept Inc., at a conversion rate of 799.3605 shares of Common Stock for each $1,000.00 principal amount of Notes, 1,536,890 of which are held by EW Healthcare Partners, L.P. ("EWHP"), and 61,832 of which are held by EW Healthcare Partners-A, L.P. ("EWHP-A" and, together with EWHP, the "EWHP Funds").
F2	Essex Woodlands Fund IX-GP, L.P. (the "EW Fund IX GP"), is the general partner of 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, Petri Vainio and Steve Wiggins (collectively, the "Managers") and may exercise voting and investment control over the Shares only by majority action of the Managers. Each individual Manager, EW Fund IX GP and the General Partner disclaims ownership over the Shares except to the extent of his or its respective pecuniary interest therein.

Content

The secured subordinated convertible notes in the aggregate principal amount of $2,000,000.00 (the "Notes") are convertible at any time into an aggregate 1,598,722 shares of common stock, $0.0001 par value per share ("Common Stock"), of Venus Concept Inc., at a conversion rate of 799.3605 shares of Common Stock for each $1,000.00 principal amount of Notes, 1,536,890 of which are held by EW Healthcare Partners, L.P. ("EWHP"), and 61,832 of which are held by EW Healthcare Partners-A, L.P. ("EWHP-A" and, together with EWHP, the "EWHP Funds").

Essex Woodlands Fund IX-GP, L.P. (the "EW Fund IX GP"), is the general partner of 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, Petri Vainio and Steve Wiggins (collectively, the "Managers") and may exercise voting and investment control over the Shares only by majority action of the Managers. Each individual Manager, EW Fund IX GP and the General Partner disclaims ownership over the Shares except to the extent of his or its respective pecuniary interest therein.