Statement of Changes in Beneficial Ownership (4)
November 25 2022 - 02:37PM
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).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
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)
11/22/2022
|
(Street)
TORONTO, A6 M2J 4Y8
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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 |
Common Shares |
11/22/2022 |
|
S |
|
51428 |
D |
$0.1965 (1) |
847222 |
I |
By Partnership (2) |
Common Shares |
11/23/2022 |
|
S |
|
51428 |
D |
$0.33 (3) |
795794 |
I |
By Partnership (2) |
Common Shares |
11/25/2022 |
|
S |
|
51428 |
D |
$0.3063 (4) |
744366 |
I |
By Partnership (2) |
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 |
Explanation of
Responses: |
(1) |
The sale price reported in
Column 4 is a weighted average price. These shares were sold in
multiple transactions at prices ranging from $0.1850 to $0.2184,
inclusive. The reporting person undertakes to provide to Venus
Concept Inc., any security holder of Venus Concept Inc., or the
staff of the Securities and Exchange Commission, upon request, full
information regarding the number of shares sold at each separate
price within the ranges set forth above. |
(2) |
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. |
(3) |
The sale price reported in
Column 4 is a weighted average price. These shares were sold in
multiple transactions at prices ranging from $0.2443 to $0.3891,
inclusive. The reporting person undertakes to provide to Venus
Concept Inc., any security holder of Venus Concept Inc., or the
staff of the Securities and Exchange Commission, upon request, full
information regarding the number of shares sold at each separate
price within the ranges set forth above. |
(4) |
The sale price reported in
Column 4 is a weighted average price. These shares were sold in
multiple transactions at prices ranging from $0.2906 to $0.3553,
inclusive. The reporting person undertakes to provide to Venus
Concept Inc., any security holder of Venus Concept Inc., or the
staff of the Securities and Exchange Commission, upon request, full
information regarding the number of shares sold at each separate
price within the ranges set forth above. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Natale Anthony
C/O VENUS CONCEPT INC.
235 YORK BOULEVARD, SUITE 900
TORONTO, A6 M2J 4Y8 |
X |
|
|
|
Signatures
|
/s/ Michael Mandarello as attorney-in-fact for
Anthony Natale |
|
11/25/2022 |
**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. |
Venus Concept (NASDAQ:VERO)
Historical Stock Chart
From Dec 2022 to Jan 2023
Venus Concept (NASDAQ:VERO)
Historical Stock Chart
From Jan 2022 to Jan 2023