Home > Insider Trading > Filing (0000919574-24-003602)

Filing Details

Accession Number:: 0000919574-24-003602
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-06-12 16:06:44
Reporting Period:: 2024-06-07

Accepted Time:: 2024-06-12 16:06:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1409269	Venus Concept Inc.	VERO	()	GA

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
942668	Marlin Fund, Limited Partnership	C/O Masters Capital Management, Llc 3060 Peachtree Road Nw, Suite 1425 Atlanta GA 30305	No	No	Yes	No
1104186	Masters Capital Management Llc	3060 Peachtree Road, Nw, Suite 1425 Atlanta GA 30305	No	No	Yes	No
1159087	Marlin Fund Ii, Limited Partnership	C/O Masters Capital Management, Llc 3060 Peachtree Road Nw, Suite 1425 Atlanta GA 30305	No	No	Yes	No
1467026	Marlin Fund Iii, Limited Partnership	C/O Masters Capital Management, Llc 3060 Peachtree Road Nw, Suite 1425 Atlanta GA 30305	No	No	Yes	No
1899417	Mss Vc Spv Lp	C/O Masters Special Situations, Llc 3060 Peachtree Road, Nw, Ste.1425 Atlanta GA 30305	No	No	Yes	No
1955368	Masters Special Situations, Llc	3060 Peachtree Road Nw, Suite 1425 Atlanta GA 30305	No	No	Yes	No
1955651	Marlin Master Fund Offshore Ii, Lp	C/O Masters Capital Management, Llc 3060 Peachtree Road, Nw, Suite 1425 Atlanta GA 30305	No	No	Yes	No
1955652	Willingham Michael Masters	3060 Peachtree Road Nw, Suite 1425 Atlanta GA 30305	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.0001 Par Value Per Share	Disposition	2024-06-07	172,314	$1.20	0	No	4	S	Indirect	By Marlin Fund, Limited Partnership. See footnote
Common Stock, $0.0001 Par Value Per Share	Disposition	2024-06-07	128,254	$1.20	0	No	4	S	Indirect	By Marlin Fund II, Limited Partnership.See footnote
Common Stock, $0.0001 Par Value Per Share	Disposition	2024-06-07	11,467	$1.20	0	No	4	S	Indirect	By Marlin Fund III, Limited Partnership. See footnote
Common Stock, $0.0001 Par Value Per Share	Disposition	2024-06-07	19,814	$1.20	0	No	4	S	Indirect	By Marlin Master Fund Offshore II, LP. See footnote
Common Stock, $0.0001 Par Value Per Share	Disposition	2024-06-07	1,487	$1.20	0	No	4	S	Indirect	By Masters Capital Management, LLC. See footnote
Common Stock, $0.0001 Par Value Per Share	Disposition	2024-06-07	53,895	$1.22	252,717	No	4	S	Indirect	By MSS VC SPV LP. See footnote
Common Stock, $0.0001 Par Value Per Share	Acquisiton	2024-06-10	330,684	$0.00	330,684	No	4	C	Indirect	By Marlin Fund, Limited Partnership. See footnote
Common Stock, $0.0001 Par Value Per Share	Acquisiton	2024-06-10	262,680	$0.00	262,680	No	4	C	Indirect	By Marlin Fund II, Limited Partnership.See footnote
Common Stock, $0.0001 Par Value Per Share	Acquisiton	2024-06-10	24,002	$0.00	24,002	No	4	C	Indirect	By Marlin Fund III, Limited Partnership. See footnote
Common Stock, $0.0001 Par Value Per Share	Acquisiton	2024-06-10	49,336	$0.00	49,336	No	4	C	Indirect	By Marlin Master Fund Offshore II, LP. See footnote
Common Stock, $0.0001 Par Value Per Share	Acquisiton	2024-06-11	233,345	$0.00	486,062	No	4	C	Indirect	By MSS VC SPV LP. See footnote
Common Stock, $0.0001 Par Value Per Share	Disposition	2024-06-11	102,717	$1.20	383,345	No	4	S	Indirect	By MSS VC SPV LP. See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Marlin Fund, Limited Partnership. See footnote
No	4	S	Indirect	By Marlin Fund II, Limited Partnership.See footnote
No	4	S	Indirect	By Marlin Fund III, Limited Partnership. See footnote
No	4	S	Indirect	By Marlin Master Fund Offshore II, LP. See footnote
No	4	S	Indirect	By Masters Capital Management, LLC. See footnote
No	4	S	Indirect	By MSS VC SPV LP. See footnote
No	4	C	Indirect	By Marlin Fund, Limited Partnership. See footnote
No	4	C	Indirect	By Marlin Fund II, Limited Partnership.See footnote
No	4	C	Indirect	By Marlin Fund III, Limited Partnership. See footnote
No	4	C	Indirect	By Marlin Master Fund Offshore II, LP. See footnote
No	4	C	Indirect	By MSS VC SPV LP. See footnote
No	4	S	Indirect	By MSS VC SPV LP. See footnote

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, $0.0001 Par Value Per Share	Voting Convertible Preferred Stock	Disposition	2024-06-10	496,000	$0.00	330,684	$0.00
Common Stock, $0.0001 Par Value Per Share	Voting Convertible Preferred Stock	Disposition	2024-06-10	394,000	$0.00	262,680	$0.00
Common Stock, $0.0001 Par Value Per Share	Voting Convertible Preferred Stock	Disposition	2024-06-10	36,000	$0.00	24,002	$0.00
Common Stock, $0.0001 Par Value Per Share	Voting Convertible Preferred Stock	Disposition	2024-06-10	74,000	$0.00	49,336	$0.00
Common Stock, $0.0001 Par Value Per Share	Voting Convertible Preferred Stock	Disposition	2024-06-11	350,000	$0.00	233,345	$0.00

Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2022-11-18	No	4	C	Indirect
2022-11-18	No	4	C	Indirect
2022-11-18	No	4	C	Indirect
2022-11-18	No	4	C	Indirect
2022-11-18	No	4	C	Indirect

Footnotes

These securities are held in the account of Marlin Fund, Limited Partnership, a private fund managed by Masters Capital Management, LLC ("MCM"). These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
These securities are held in the account of Marlin Fund II, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund II, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
These securities are held in the account of Marlin Fund III, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund III, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
These securities are held in the account of Marlin Master Fund Offshore II, LP, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Master Fund Offshore II, LP, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
These securities are held in the accounts of other clients advised by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as advisor to such accounts, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
These securities are held in the account of MSS VC SPV LP, a private fund managed by Masters Special Situations, LLC ("MSS"). These securities may be deemed to be beneficially owned by MSS by virtue of its role as the investment manager of such private fund and as managing member of MSS VC SPV GP, LLC, the general partner of such private fund, and Michael Masters by virtue of his role as the controlling founder of MSS.
The Voting Convertible Preferred Stock has no expiration date.
Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), was converted into shares of the Issuer's Common Stock, $0.0001 par value per share, on a 1-for-10 basis at the holder's election, subject to the Issuer's 1-for-15 reverse stock split that was effected on May 15, 2023.