Amended Statement of Ownership (sc 13g/a)

NAMES OF REPORTING PERSONS

SEDCO Capital Cayman Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

Venus Concept Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

92332W 105

(CUSIP Number)

Steven Peck, Esq.
Michael Saliba, Esq.
Proskauer Rose LLP
Eleven Times Square

New York, NY 10036-8299
(212) 969-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2020

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

CUSIP No. 92332W 105

CUSIP No. 92332W 105

CUSIP No. 92332W 105

CUSIP No. 92332W 105

CUSIP No. 92332W 105

Explanatory Note

This Schedule 13G is filed to report the Reporting Persons’ beneficial ownership of shares of common stock, $0.0001 par value per share, of Venus Concept Inc. (the “common stock”). The Reporting Persons’ current beneficial ownership of the common stock is set forth on the cover pages hereto.



Item 1.	(a)	Name of Issuer:

		Venus Concept Inc.

	(b)	Address of Issuer’s Principal Executive Offices:

		235 Yorkland Blvd, Suite 900 Toronto, Ontario M2J 4Y8

Item 2.	(a) through (c):

	This Schedule 13G is being jointly filed by and on behalf of each of SEDCO Capital Cayman Limited, SC Venus US Limited, SC Venus Opportunities Limited, SEDCO Capital Global Funds—SC Private Equity Global Fund IV and Saudi Economic and Development Securities Company (each, a “Reporting Person,” and together, the “Reporting Persons”). SEDCO Capital Cayman Limited, SC Venus US Limited, SC Venus Opportunities Limited and SEDCO Capital Global Funds—SC Private Equity Global Fund IV are the record holders of the securities set forth on the cover pages hereto. Saudi Economic and Development Securities Company is the investment manager of SC Venus US Limited, SC Venus Opportunities Limited and SEDCO Capital Global Funds—SC Private Equity Global Fund IV and may be deemed to beneficially own securities held by SC Venus US Limited, SC Venus Opportunities Limited or SEDCO Capital Global Funds—SC Private Equity Global Fund IV. Saudi Economic and Development Securities Company is the parent of SEDCO Capital Cayman Limited and may be deemed to beneficially own securities held by SEDCO Capital Cayman Limited.

	(a)-(c)	Name, Address and Citizenship of Reporting Persons Reporting Person: SEDCO Capital Cayman Limited Address: P.O. Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands Place of Organization: Cayman Islands Reporting Person: SC Venus US Limited Address: P.O. Box 709, Willow House, Cricket Square Grand Cayman, KY1-1107, Cayman Islands Place of Organization: Cayman Islands SC Venus Opportunities Limited Address: P.O. Box 709, Willow House, Cricket Square Grand Cayman, KY1-1107, Cayman Islands Place of Organization: Cayman Islands SEDCO Capital Global Funds - SC Private Equity Global Fund IV Address: 5 Rue Jean Monnet Luxembourg, L-2180 Place of Organization: Luxembourg



				Saudi Economic and Development Securities Company Address: King Abdulaziz Road, Al Morjan Dist., P.O. Box 13396, Jeddah 21493, Kingdom of Saudi Arabia Place of Organization: Kingdom of Saudi Arabia

		(d)		Title of Class of Securities

				Common Stock, $0.0001 par value per share.

		(e)		CUSIP Number

				92332W 105



Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);


(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

	Not applicable.



Item 4.		Ownership.

		Reference is made as to each of the Reporting Persons hereunder to Rows 5-9 and 11 of each of the cover pages of this Schedule 13G and associated footnotes, which are incorporated by reference herein. The ownership percentages reported are based on 53,551,126 outstanding shares of common stock as of December 31, 2020, as reported in the Issuer’s Form S-3 filed on January 29, 2021, and warrants held by the Reporting Persons that may be exercised for an aggregate of 3,828,332 shares of common stock. SEDCO Capital Cayman Limited directly holds 1,193,333 shares of common stock and warrants that may be exercised for 761,666 shares of common stock. SC Venus US Limited directly holds 1,866,666 shares of common stock and warrants that may be exercised for 933,333 shares of common stock. SC Venus Opportunities Limited directly holds 1,866,666 shares of common stock and warrants that may be exercised for 933,333 shares of common stock. SEDCO Capital Global Funds—SC Private Equity Global Fund IV directly holds 1,600,000 shares of common stock and warrants that may be exercised for 1,200,000 shares of common stock.

Item 5.		Ownership of Five Percent or Less of a Class.

		Not applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not applicable.


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

		Not applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not applicable.

Item 9.		Notice of Dissolution of Group.

		Not applicable.

Item 10.		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 16, 2021						SEDCO Capital Cayman Limited /s/ Samer Shaaban
						Name: Samer Shaaban Title: Director

						SC Venus US Limited /s/ Eisa Matouk Abdulatie
						Name: Eisa Matouk Abdulatie Title: Director

						SC Venus Opportunities Limited /s/ Eisa Matouk Abdulatie
						Name: Eisa Matouk Abdulatie Title: Director

						SEDCO Capital Global Funds – SC Private Equity Global Fund IV /s/ Valerio Salvati Name: Valerio Salvati Title: Director Saudi Economic and Development Securities Company /s/ Valerio Salvati
						Name: Valerio Salvati Title: Director