| 1. Name
and Address of Reporting Person * Natale Anthony |
2. Issuer Name and Ticker or Trading
Symbol Venus Concept Inc. [ VERO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
C/O VENUS CONCEPT INC., 235 YORK BOULEVARD, SUITE
900 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/7/2019
|
|
(Street)
TORONTO, A6 M2J 4Y8
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
11/7/2019
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
| Explanation of
Responses: |
| (1) |
Form 4 is being amended to
correct de minimis error in number of shares previously reported in
Columns 4 and 5. There are no changes to the Derivative Securities
previously reported in Table II of the Form 4 filed with the
Securities and Exchange Commission on November 7, 2019. |
| (2) |
Received, in connection with
the merger of a wholly-owned subsidiary of Restoration Robotics,
Inc. with and into Venus Concept Ltd. (the "Merger"), in exchange
for 224,220 shares of Series B Preferred Stock of Venus Concept
Ltd. |
| (3) |
Held by Aperture Venture
Partners II, L.P. ("II"). The shares held directly by II, II-A,
II-B and Aperture III Fund (each as defined below) are indirectly
held by their general partners, Aperture Ventures II Management,
LLC ("Aperture Management I") and Aperture Ventures III Management,
LLC ("Aperture Management III" and, collectively with Aperture
Management II, "Aperture Management") and each individual managing
directors of Aperture Management (the "Managers"). The Managers of
Aperture Management are Anthony Natale, Eric H. Sillman, Paul E.
Tierney, Jr. and Thomas P. Cooper. Mr. Natale is a member of the
Issuer's board of directors and a Manager of Aperture Management.
Aperture Management and each of the Managers share voting and
dispositive power over the ordinary shares directly held by II,
II-A, II-B and Aperture III Fund. The Managers disclaim beneficial
ownership of shares held by II, II-A, II-B and Aperture III Fund,
except to extent of any pecuniary interest therein. |
| (4) |
Received, in connection with
the Merger, in exchange for 21,472 shares of Series B Preferred
Stock of Venus Concept Ltd. |
| (5) |
Held by Aperture Venture
Partners II-A, L.P. ("II-A"). |
| (6) |
Received, in connection with
the Merger, in exchange for 40,444 shares of Series B Preferred
Stock of Venus Concept Ltd. |
| (7) |
Held by Aperture Venture
Partners II-B, L.P. ("II-B"). |
| (8) |
Received, in connection with
the Merger, in exchange for 990,476 shares of Series B Preferred
Stock of Venus Concept Ltd. |
| (9) |
Held by Aperture Venture
Partners III, L.P. ("Aperture III Fund"). |
| (10) |
Received, in connection with
the Merger upon the conversion of the outstanding principal and any
accrued and unpaid interest of two 8% Convertible Promissory Notes
issued by Venus Concept Ltd. dated as of August 14, 2019 and August
21, 2019, in the original principal amounts of $195,343.84 and
$157,282.58, respectively. |
| (11) |
Received, in connection with
the Merger upon the conversion of the outstanding principal and any
accrued and unpaid interest of two 8% Convertible Promissory Notes
issued by Venus Concept Ltd. dated as of August 14, 2019 and August
21, 2019, in the original principal amounts of $18,706.55 and
$15,061.72, respectively. |
| (12) |
Received, in connection with
the Merger upon the conversion of the outstanding principal and any
accrued and unpaid interest of two 8% Convertible Promissory Notes
issued by Venus Concept Ltd., dated as of August 14, 2019 and
August 21, 2019, in the original principal amounts of $35,235.32
and $28,369.99, respectively. |
| (13) |
Received, in connection with
the Merger, upon the conversion of the outstanding principal and
any accrued and unpaid interest of two 8% Convertible Promissory
Notes issued by Venus Concept Ltd., dated as of August 14, 2019 and
August 21, 2019, in the original principal amounts of $99,285.71
and $200,714.29, respectively. |
| (14) |
These securities were
purchased from the Issuer at a purchase price of $3.75 per unit,
consisting of one share of Common Stock and a warrant exercisable
for 0.5 shares of Common Stock, with two warrants exercisable for
one share of Common Stock at an exercise price of $6.00 per
share. |