SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EW Healthcare Partners, L.P.

(Last)

(First)

(Middle)

21 WATERWAY AVENUE SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

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)	X	Other (specify below)
See footnotes 2 and 3

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Senior Convertible Preferred Stock	$0.00	05/15/2023	05/15/2023	P		280,899⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	749,073	$7.12	280,899	I⁽²⁾⁽³⁾	I⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

EW Healthcare Partners, L.P.

(Last)

(First)

(Middle)

21 WATERWAY AVENUE SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EW Healthcare Partners-A, L.P.

(Last)

(First)

(Middle)

21 WATERWAY AVENUE SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Essex Woodlands Fund IX-GP, L.P.

(Last)

(First)

(Middle)

21 WATERWAY AVENUE SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Essex Woodlands IX, LLC

(Last)

(First)

(Middle)

21 WATERWAY AVENUE SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares of Senior Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 2.6667 shares of Common Stock for each share of Senior Convertible Preferred Stock at the option of the holder at any time or at the option of the Issuer under certain conditions. The Senior Convertible Preferred Stock do not expire.

2. The share total shown above is the aggregate amount of shares of Senior Convertible Preferred Stock purchased by EW Healthcare Partners, L.P. ("EWHP") and EW Healthcare Partners-A, L.P. ("EWHP-A") on the date set forth above. EWHP purchased 270,035 shares of the amount shown above and EWHP-A purchased 10,864 shares of the amount shown above.

3. Essex Woodlands Fund IX-GP, L.P. (the "EW Fund IX GP"), is the general partner of each of EW Healthcare Partners, L.P. ("EWHP") and EW Healthcare Partners-A, L.P. ("EWHP-A" and together with EWHP, the "EWHP Funds"). Essex Woodlands IX, LLC (the "General Partner") is the general partner of EW Fund IX GP. The General Partner holds sole voting and dispositive power over the shares held by each of the EW Funds (the "Shares''). The managers of the General Partner are Martin P. Sutter, Scott Barry, Ron Eastman, and Petri Vainio (collectively, the ''Managers'') and may exercise voting and investment control over the Shares only by majority action of the Managers. Each individual Manager, the EW Funds GP and the General Partner disclaims ownership over the Shares except to the extent of his or its respective pecuniary interest therein.

Remarks:

	EW Healthcare Partners, L.P.; By Essex Woodlands Fund IX-GP, L.P., its General Partner; By Essex Woodlands IX, LLC, its General Partner; By Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk	05/17/2023
	EW Healthcare Partners-A, L.P.; By Essex Woodlands Fund IX-GP, L.P., its General Partner; By Essex Woodlands IX, LLC, its General Partner; By Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk	05/17/2023
	Essex Woodlands Fund IX-GP, L.P.; By Essex Woodlands IX, LLC, its General Partner; By Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk	05/17/2023
	Essex Woodlands IX, LLC; By Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk	05/17/2023
	** 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).
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SEC Form 4 filed by Ew Healthcare Partners, L.P.