Michael Willingham Masters - 07 Jun 2024 Form 4 Insider Report for Venus Concept Inc. (VERO)

Reporting relationship: 10%+ Owner
Issuer ticker: VERO
Reported as of: 07 Jun 2024
Net transaction value: -$589,868
SEC form: 4
Accepted by SEC: 12 Jun 2024, 16:06:44 UTC
Prior SEC filing: 28 Nov 2022
Next SEC filing: 02 Oct 2024
Source filing: View source filing
Reporting owner signature: /s/ Michael Masters

Key filing fact

Michael Willingham Masters filed Form 4 for Venus Concept Inc. (VERO) on 12 Jun 2024.

Key facts

This page summarizes Michael Willingham Masters's Form 4 filing for Venus Concept Inc. (VERO).
17 reported transactions and 5 derivative rows are listed below.
Accepted by SEC: 12 Jun 2024, 16:06.

Change

Previous filing in this sequence was filed on 28 Nov 2022.
Current net transaction value: -$589,868.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VERO transaction

Common Stock, $0.0001 par value per share

Sale

Transaction value: $207,363
Shares: -172,314
Change %: -100%
Price: $1.20
Shares after: 0
Date: 07 Jun 2024
Ownership: By Marlin Fund, Limited Partnership. See footnote
Footnotes: F1

VERO transaction

Common Stock, $0.0001 par value per share

Sale

Transaction value: $154,341
Shares: -128,254
Change %: -100%
Price: $1.20
Shares after: 0
Date: 07 Jun 2024
Ownership: By Marlin Fund II, Limited Partnership.See footnote
Footnotes: F2

VERO transaction

Common Stock, $0.0001 par value per share

Sale

Transaction value: $13,799
Shares: -11,467
Change %: -100%
Price: $1.20
Shares after: 0
Date: 07 Jun 2024
Ownership: By Marlin Fund III, Limited Partnership. See footnote
Footnotes: F3

VERO transaction

Common Stock, $0.0001 par value per share

Sale

Transaction value: $23,844
Shares: -19,814
Change %: -100%
Price: $1.20
Shares after: 0
Date: 07 Jun 2024
Ownership: By Marlin Master Fund Offshore II, LP. See footnote
Footnotes: F4

VERO transaction

Common Stock, $0.0001 par value per share

Sale

Transaction value: $1,789
Shares: -1,487
Change %: -100%
Price: $1.20
Shares after: 0
Date: 07 Jun 2024
Ownership: By Masters Capital Management, LLC. See footnote
Footnotes: F5

VERO transaction

Common Stock, $0.0001 par value per share

Sale

Transaction value: $65,903
Shares: -53,895
Change %: -18%
Price: $1.22
Shares after: 252,717
Date: 07 Jun 2024
Ownership: By MSS VC SPV LP. See footnote
Footnotes: F6

VERO transaction

Common Stock, $0.0001 par value per share

Conversion of derivative security

Transaction value: $0
Shares: +330,684
Change %
Price: $0.000000
Shares after: 330,684
Date: 10 Jun 2024
Ownership: By Marlin Fund, Limited Partnership. See footnote
Footnotes: F1

VERO transaction

Common Stock, $0.0001 par value per share

Conversion of derivative security

Transaction value: $0
Shares: +262,680
Change %
Price: $0.000000
Shares after: 262,680
Date: 10 Jun 2024
Ownership: By Marlin Fund II, Limited Partnership.See footnote
Footnotes: F2

VERO transaction

Common Stock, $0.0001 par value per share

Conversion of derivative security

Transaction value: $0
Shares: +24,002
Change %
Price: $0.000000
Shares after: 24,002
Date: 10 Jun 2024
Ownership: By Marlin Fund III, Limited Partnership. See footnote
Footnotes: F3

VERO transaction

Common Stock, $0.0001 par value per share

Conversion of derivative security

Transaction value: $0
Shares: +49,336
Change %
Price: $0.000000
Shares after: 49,336
Date: 10 Jun 2024
Ownership: By Marlin Master Fund Offshore II, LP. See footnote
Footnotes: F4

VERO transaction

Common Stock, $0.0001 par value per share

Conversion of derivative security

Transaction value: $0
Shares: +233,345
Change %: +92%
Price: $0.000000
Shares after: 486,062
Date: 11 Jun 2024
Ownership: By MSS VC SPV LP. See footnote
Footnotes: F6

VERO transaction

Common Stock, $0.0001 par value per share

Sale

Transaction value: $122,829
Shares: -102,717
Change %: -21%
Price: $1.20
Shares after: 383,345
Date: 11 Jun 2024
Ownership: By MSS VC SPV LP. See footnote
Footnotes: F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VERO transaction Derivative

Voting Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -496,000
Change %: -100%
Price
Shares after: 0
Date: 10 Jun 2024
Ownership: See footnote
Underlying class: Common Stock, $0.0001 par value per share
Underlying amount: 330,684
Exercise price
Footnotes: F1, F7, F8

VERO transaction Derivative

Voting Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -394,000
Change %: -100%
Price
Shares after: 0
Date: 10 Jun 2024
Ownership: See footnote
Underlying class: Common Stock, $0.0001 par value per share
Underlying amount: 262,680
Exercise price
Footnotes: F2, F7, F8

VERO transaction Derivative

Voting Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -36,000
Change %: -100%
Price
Shares after: 0
Date: 10 Jun 2024
Ownership: See footnote
Underlying class: Common Stock, $0.0001 par value per share
Underlying amount: 24,002
Exercise price
Footnotes: F3, F7, F8

VERO transaction Derivative

Voting Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -74,000
Change %: -100%
Price
Shares after: 0
Date: 10 Jun 2024
Ownership: See footnote
Underlying class: Common Stock, $0.0001 par value per share
Underlying amount: 49,336
Exercise price
Footnotes: F4, F7, F8

VERO transaction Derivative

Voting Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -350,000
Change %: -100%
Price
Shares after: 0
Date: 11 Jun 2024
Ownership: See footnote
Underlying class: Common Stock, $0.0001 par value per share
Underlying amount: 233,345
Exercise price
Footnotes: F6, F7, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 8 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F7

The Voting Convertible Preferred Stock has no expiration date.

Footnote 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.

SEC 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.