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 | Insider Title | 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
| 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
| 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 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2022-11-18 | No | 4 | C | Indirect | |
| 0 | 2022-11-18 | No | 4 | C | Indirect | |
| 0 | 2022-11-18 | No | 4 | C | Indirect | |
| 0 | 2022-11-18 | No | 4 | C | Indirect | |
| 0 | 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.
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