Filing Details
- Accession Number:
- 0001104659-20-021291
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-14 13:07:06
- Filed By:
- Alloy Ventures 2005 Lp
- Company:
- Venus Concept Inc.
- Filing Date:
- 2020-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Alloy Ventures | 0 | 111,217 | 0 | 111,217 | 111,217 | 0.4% |
| Alloy Partners | 0 | 3,002 | 0 | 3,002 | 3,002 | 0.01% |
| Alloy Ventures | 0 | 114,219 | 0 | 114,219 | 114,219 | 0.4% |
| Alloy Ventures | 0 | 114,221 | 0 | 114,221 | 114,221 | 0.4% |
| Alloy Ventures | 0 | 114,221 | 0 | 114,221 | 114,221 | 0.4% |
| Craig Taylor | 0 | 228,440 | 0 | 228,440 | 228,440 | 0.8% |
| John Shoch | 0 | 228,440 | 0 | 228,440 | 228,440 | 0.8% |
| Douglas Kelly | 0 | 228,440 | 0 | 228,440 | 228,440 | 0.8% |
| Tony Di Bona | 0 | 228,440 | 0 | 228,440 | 228,440 | 0.8% |
| Daniel Rubin | 0 | 228,440 | 0 | 228,440 | 228,440 | 0.8% |
| Ammar Hanafi | 0 | 114,221 | 0 | 114,221 | 114,221 | 0.4% |
| Michael Hunkapiller | 0 | 114,221 | 0 | 114,221 | 114,221 | 0.4% |
|
| UNITED STATES |
|
|
| SECURITIES AND EXCHANGE COMMISSION |
|
|
| Washington, D.C. 20549 |
|
|
|
|
|
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )*
Venus Concept Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons 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).
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller, and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held by 2002 Ventures. GP 2002 serves as the sole general partner of 2002 Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
2
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller, and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held by 2002 Ventures. GP 2002 serves as the sole general partner of 2002 Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
3
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), Michael Hunkapiller (Hunkapiller and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin Hanafi and Hunkapiller, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 111,217 shares held by 2002 Ventures and 3,002 shares held by 2002 Partners. GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Rubin and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
4
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller, and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held by 2005 Ventures. GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
5
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller, and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held by 2005 Ventures. GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
6
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 3,002 shares held by 2002 Partners; (ii) 114,217 shares held by 2002 Ventures; and (iii) 114,221 shares held by 2005 Ventures. GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners;. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
7
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 3,002 shares held by 2002 Partners; (ii) 114,217 shares held by 2002 Ventures; and (iii) 114,221 shares held by 2005 Ventures. GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners;. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
8
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 3,002 shares held by 2002 Partners; (ii) 114,217 shares held by 2002 Ventures; and (iii) 114,221 shares held by 2005 Ventures. GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners;. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
9
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 3,002 shares held by 2002 Partners; (ii) 114,217 shares held by 2002 Ventures; and (iii) 114,221 shares held by 2005 Ventures. GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners;. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
10
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held by 2005 Ventures. GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
11
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held by 2005 Ventures. GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
12
|
| 1 | Names of Reporting Persons. | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group* | |||
|
|
| (a) | o | ||
|
|
| (b) | x (1) | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row 9 | |||
|
| |||||
|
| 12 | Type of Reporting Person* | |||
(1) This Schedule 13G is filed by Alloy Ventures 2002, L.P. (2002 Ventures), Alloy Partners 2002, L.P. (2002 Partners), Alloy Ventures 2002, LLC (GP 2002), Alloy Ventures 2005, L.P., (2005 Ventures), Alloy Ventures 2005, LLC, (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi), and Michael Hunkapiller (Hunkapiller and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) The shares are held by 2005 Ventures. GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
13
Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (Common Stock), of Venus Concept Inc. (the Issuer).
| Item 1 | |||||
|
| (a) | Name of Issuer: | |||
|
|
| Address of Issuers Principal Executive Offices: San Jose, CA 95134 | |||
|
| |||||
| Item 2 | |||||
|
| (a) | Name of Person(s) Filing: Alloy Ventures 2002, L.P. (2002 Ventures) Alloy Ventures 2002, LLC (GP 2002) Alloy Ventures 2005, L.P. (2005 Ventures) Alloy Ventures 2005, LLC (GP 2005) Craig Taylor (Taylor) John Shoch (Shoch) Douglas Kelly (Kelly) Tony Di Bona (Di Bona) Daniel Rubin (Rubin) Ammar Hanafi (Hanafi) Michael Hunkapiller (Hunkapiller) | |||
|
| (b) | Address of Principal Business Office: 1415 Hamilton Avenue Palo Alto, CA 94301 | |||
|
| (c) | Citizenship: | |||
|
| Entities: | 2002 Ventures |
| California, United States of America | |
|
|
| 2002 Partners |
| California, United States of America | |
|
|
| GP 2002 |
| California, United States of America | |
|
|
| 2005 Ventures | - | California, United States of America | |
|
|
| GP 2005 | - | California, United States of America | |
|
|
|
|
|
| |
|
| Individuals: | Taylor | - | United States of America | |
|
|
| Shoch | - | United States of America | |
|
|
| Kelly | - | United States of America | |
|
|
| Di Bona | - | United States of America | |
|
|
| Rubin | - | United States of America | |
|
|
| Hanafi | - | United States of America | |
|
|
| Hunkapiller | - | United States of America | |
|
| (d) | Title of Class of Securities: | |||
|
| (e) | CUSIP Number: | |||
|
| |||||
| Item 3 | Not applicable. | ||||
14
| Item 4 | Ownership. |
| The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019: | |
| Reporting Persons |
| Shares Held |
| Sole Voting |
| Shared |
| Sole |
| Shared |
| Beneficial |
| Percentage |
|
| 2002 Partners |
| 3,002 |
| 0 |
| 3,002 |
| 0 |
| 3,002 |
| 3,002 |
| 0.01 | % |
| 2002 Ventures |
| 111,217 |
| 0 |
| 111,217 |
| 0 |
| 111,217 |
| 111,217 |
| 0.4 | % |
| GP 2002 (1) |
| 0 |
| 0 |
| 114,219 |
| 0 |
| 114,219 |
| 114,219 |
| 0.4 | % |
| 2005 Ventures |
| 114,221 |
| 0 |
| 114,221 |
| 0 |
| 114,221 |
| 114,221 |
| 0.4 | % |
| GP 2005 (2) |
| 0 |
| 0 |
| 114,221 |
| 0 |
| 114,221 |
| 114,221 |
| 0.4 | % |
| Taylor (1)(2) |
| 0 |
| 0 |
| 228,440 |
| 0 |
| 228,440 |
| 228,440 |
| 0.8 | % |
| Shoch (1)(2) |
| 0 |
| 0 |
| 228,440 |
| 0 |
| 228,440 |
| 228,440 |
| 0.8 | % |
| Kelly (1)(2) |
| 0 |
| 0 |
| 228,440 |
| 0 |
| 228,440 |
| 228,440 |
| 0.8 | % |
| Di Bona (1)(2) |
| 0 |
| 0 |
| 228,440 |
| 0 |
| 228,440 |
| 228,440 |
| 0.8 | % |
| Rubin (1)(2) |
| 0 |
| 0 |
| 228,440 |
| 0 |
| 228,440 |
| 228,440 |
| 0.8 | % |
| Hanafi (2) |
| 0 |
| 0 |
| 114,221 |
| 0 |
| 114,221 |
| 114,221 |
| 0.4 | % |
| Hunkapiller (2) |
| 0 |
| 0 |
| 114,221 |
| 0 |
| 114,221 |
| 114,221 |
| 0.4 | % |
(1) GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Rubin and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners.
(2) GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly. Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.
(3) This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.
|
| |
| Item 5 | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x | |
|
| |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person. |
|
| See Items 2(a) and 4. |
|
| |
| 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. |
15
| Item 10 | Certification. |
|
| Not applicable. |
SIGNATURE
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.
Dated: February 14, 2020
| Alloy Ventures 2002, L.P. |
| |
| By: | Alloy Ventures 2002, LLC |
|
| Its: | General Partner |
|
|
|
|
|
| By: | /s/ Tony Di Bona as attorney-in-fact |
|
|
| Managing Director |
|
|
|
| |
| Alloy Ventures 2002, L.P. |
| |
| By: | Alloy Ventures 2002, LLC |
|
| Its: | General Partner |
|
|
|
|
|
| By: | /s/ Tony Di Bona as attorney-in-fact |
|
|
| Managing Director |
|
|
|
| |
| Alloy Ventures 2002, LLC |
| |
|
|
|
|
| By: | /s/ Tony Di Bona as attorney-in-fact |
|
|
| Managing Director |
|
|
|
| |
| Alloy Ventures 2005, L.P. |
| |
| By: | Alloy Ventures 2005, LLC |
|
| Its: | General Partner |
|
|
|
|
|
| By: | /s/ Tony Di Bona as attorney-in-fact |
|
|
| Managing Director |
|
|
|
| |
| Alloy Ventures 2005, LLC |
| |
|
|
|
|
| By: | /s/ Tony Di Bona as attorney-in-fact |
|
|
| Managing Director |
|
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Craig Taylor |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| John Shoch |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Douglas Kelly |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Tony Di Bona |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Daniel Rubin |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Ammar Hanafi |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Michael Hunkapiller |
| |
16
Exhibit(s):
A - Joint Filing Statement
17
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Venus Concept Inc. is filed on behalf of each of us.
Dated: February 14, 2020
| Alloy Ventures 2002, L.P. |
| |
| By: | Alloy Ventures 2002, LLC |
|
| Its: | General Partner |
|
|
|
|
|
| By: | /s/ Tony Di Bona as attorney-in-fact |
|
|
| Managing Director |
|
|
|
| |
| Alloy Ventures 2002, L.P. |
| |
| By: | Alloy Ventures 2002, LLC |
|
| Its: | General Partner |
|
|
|
|
|
| By: | /s/ Tony Di Bona as attorney-in-fact |
|
|
| Managing Director |
|
|
|
| |
| Alloy Ventures 2002, LLC |
| |
|
|
|
|
| By: | /s/ Tony Di Bona as attorney-in-fact |
|
|
| Managing Director |
|
|
|
| |
| Alloy Ventures 2005, L.P. |
| |
| By: | Alloy Ventures 2005, LLC |
|
| Its: | General Partner |
|
|
|
|
|
| By: | /s/ Tony Di Bona as attorney-in-fact |
|
|
| Managing Director |
|
|
|
| |
| Alloy Ventures 2005, LLC |
| |
|
|
|
|
| By: | /s/ Tony Di Bona as attorney-in-fact |
|
|
| Managing Director |
|
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Craig Taylor |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| John Shoch |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Douglas Kelly |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Tony Di Bona |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Daniel Rubin |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Ammar Hanafi |
| |
|
|
| |
| /s/ Tony Di Bona as attorney-in-fact |
| |
| Michael Hunkapiller |
| |
18