Statement of Changes in Beneficial Ownership (4)
November 22 2022 - 03:57PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * HealthQuest
Partners II, L.P. |
2. Issuer Name and Ticker or Trading
Symbol Venus Concept Inc. [ VERO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
C/O HEALTHQUEST, 1301 SHOREWAY ROAD, SUITE 350 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/18/2022
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(Street)
BELMONT, CA 94002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Voting Convertible Preferred
Stock |
$0 (1) |
11/18/2022 |
|
P |
|
335000 |
|
11/18/2022 |
(1) |
Common Stock |
3350000 |
$2 |
335000 |
D (2) |
|
Explanation of
Responses: |
(1) |
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. |
(2) |
The shares are directly held
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. Mr. Kong and HQVM II
disclaim beneficial ownership over all shares owned by HealthQuest
except to the extent of any pecuniary interest therein. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
HealthQuest Partners II, L.P.
C/O HEALTHQUEST
1301 SHOREWAY ROAD, SUITE 350
BELMONT, CA 94002 |
|
X |
|
|
HealthQuest Venture Management II, L.L.C.
C/O HEALTHQUEST
1301 SHOREWAY ROAD, SUITE 350
BELMONT, CA 94002 |
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X |
|
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Signatures
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/s/ Garheng Kong as Managing Member of
HealthQuest Venture Management II, L.L.C., general partner of
HealthQuest Partners II, L.P |
|
11/22/2022 |
**Signature
of Reporting Person |
Date |
/s/ Garheng Kong as Managing Member of
HealthQuest Venture Management II, L.L.C. |
|
11/22/2022 |
**Signature
of Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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