Garheng Kong - Nov 18, 2022 Form 4 Insider Report for Venus Concept Inc. (VERO)

Role: Director, 10%+ Owner
Signature: /s/ Michael Mandarello as attorney-in-fact for Garheng Kong
Stock symbol: VERO
Transactions as of: Nov 18, 2022
Transactions value $: $670,000
Form type: 4
Date filed: 11/22/2022, 04:14 PM
Previous filing: Jun 9, 2022
Next filing: Jan 6, 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	Voting Convertible Preferred Stock	Purchase	$670K	+335K		$2.00	335K	Nov 18, 2022	Common Stock	3.35M	$0.00	HealthQuest Partners II, L.P.	F1, F2

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

Explanation of Responses:

Id	Content
F1	The Voting Preferred Stock will convert into shares of Common Stock on a one for ten basis (i) at the option the holder or (ii) at the option of the Company within 30 days following the occurrence of certain events. The Voting Preferred Stock votes with the Common Stock on an as-converted basis. The Voting Preferred Stock does not expire.
F2	The shares were purchased by HealthQuest Partners II, L.P. ("HealthQuest"). HealthQuest Venture Management II, L.L.C. ("HQVM II"), the general partner of HealthQuest, and Garheng Kong, the managing member of HQVM II, may be deemed to have sole voting and dispositive power with respect to the shares held of record by HealthQuest. The Reporting Person and HQVM II disclaim beneficial ownership of all shares held by HealthQuest except to the extent of any pecuniary interest therein.

Content

The Voting Preferred Stock will convert into shares of Common Stock on a one for ten basis (i) at the option the holder or (ii) at the option of the Company within 30 days following the occurrence of certain events. The Voting Preferred Stock votes with the Common Stock on an as-converted basis. The Voting Preferred Stock does not expire.

The shares were purchased by HealthQuest Partners II, L.P. ("HealthQuest"). HealthQuest Venture Management II, L.L.C. ("HQVM II"), the general partner of HealthQuest, and Garheng Kong, the managing member of HQVM II, may be deemed to have sole voting and dispositive power with respect to the shares held of record by HealthQuest. The Reporting Person and HQVM II disclaim beneficial ownership of all shares held by HealthQuest except to the extent of any pecuniary interest therein.