Essex Woodlands IX, LLC 4

Accession 0000899243-20-009104

CIK 0001409269other

Filed

Mar 19, 8:00 PM ET

Accepted

Mar 20, 3:45 PM ET

Size

19.6 KB

Accession

0000899243-20-009104

Form 4

Period: 2020-03-18

10% Owner

Transactions

Purchase
Series A Preferred Stock
2020-03-18$25.00/sh+519,114.7$12,977,868→ 519,114.7 total
→ Common Stock (5,191,147 underlying)
Purchase
Warrant (rights to buy)
2020-03-18+3,893,360→ 3,893,360 total
Exercise: $3.50→ Common Stock (3,893,360 underlying)
Purchase
Warrant (rights to buy)
2020-03-18+156,640→ 156,640 total(indirect: See Footnote)
Exercise: $3.50→ Common Stock (156,640 underlying)
Purchase
Series A Preferred Stock
2020-03-18$25.00/sh+20,885.3$522,133→ 20,885.3 total(indirect: See Footnote)
→ Common Stock (208,853 underlying)

10% Owner

Transactions

Purchase
Warrant (rights to buy)
2020-03-18+3,893,360→ 3,893,360 total
Exercise: $3.50→ Common Stock (3,893,360 underlying)
Purchase
Series A Preferred Stock
2020-03-18$25.00/sh+519,114.7$12,977,868→ 519,114.7 total
→ Common Stock (5,191,147 underlying)
Purchase
Series A Preferred Stock
2020-03-18$25.00/sh+20,885.3$522,133→ 20,885.3 total(indirect: See Footnote)
→ Common Stock (208,853 underlying)
Purchase
Warrant (rights to buy)
2020-03-18+156,640→ 156,640 total(indirect: See Footnote)
Exercise: $3.50→ Common Stock (156,640 underlying)

10% Owner

Transactions

Purchase
Series A Preferred Stock
2020-03-18$25.00/sh+519,114.7$12,977,868→ 519,114.7 total
→ Common Stock (5,191,147 underlying)
Purchase
Warrant (rights to buy)
2020-03-18+3,893,360→ 3,893,360 total
Exercise: $3.50→ Common Stock (3,893,360 underlying)
Purchase
Series A Preferred Stock
2020-03-18$25.00/sh+20,885.3$522,133→ 20,885.3 total(indirect: See Footnote)
→ Common Stock (208,853 underlying)
Purchase
Warrant (rights to buy)
2020-03-18+156,640→ 156,640 total(indirect: See Footnote)
Exercise: $3.50→ Common Stock (156,640 underlying)

10% Owner

Transactions

Purchase
Series A Preferred Stock
2020-03-18$25.00/sh+519,114.7$12,977,868→ 519,114.7 total
→ Common Stock (5,191,147 underlying)
Purchase
Warrant (rights to buy)
2020-03-18+3,893,360→ 3,893,360 total
Exercise: $3.50→ Common Stock (3,893,360 underlying)
Purchase
Series A Preferred Stock
2020-03-18$25.00/sh+20,885.3$522,133→ 20,885.3 total(indirect: See Footnote)
→ Common Stock (208,853 underlying)
Purchase
Warrant (rights to buy)
2020-03-18+156,640→ 156,640 total(indirect: See Footnote)
Exercise: $3.50→ Common Stock (156,640 underlying)

Footnotes (5)

[F1]Each share of Series A Preferred Stock converts into ten shares of Common Stock for no additional consideration.
[F2]The Series A Preferred Stock is convertible into common stock at any time, upon approval of the stockholders, and has no expiration date.
[F3]These securities were purchased from the Issuer at a purchase price of $2.50 per unit (consisting of one-tenth of one share of Series A Preferred Stock and 0.75 of a Warrant, with each whole Warrant exercisable for one share of Common Stock, at an exercise price of $3.50 per share).
[F4]The Warrants have a five-year term and are exercisable beginning 181 days after their issue date.
[F5]Held by EW Healthcare Partners-A L.P. ("EWHP-A"). EWHP-A is an affiliated fund of EW Healthcare Partners L.P. ("EWHP"). Essex Woodlands Fund IX-GP, L.P. ("EW Fund IX GP") is the general partner of EWHP and EWHP-A. Essex Woodlands IX, LLC ("Essex IX General Partner") is the general partner of Essex IX Fund GP. Martin P. Sutter, R. Scott Barry, Ronald W. Eastman, Petri Vainio and Steve Wiggins are each a Manager of Essex IX General Partner (the "Managers"). Each of the Managers may be deemed to exercise shared voting and investment power with respect to such shares. Each of EW Fund IX GP, Essex IX General Partner and the Managers, including Mr. Barry who is a member of the Issuer's board of directors, disclaims beneficial ownership of the shares held by EWHP and EWHP-A, except to the extent of any pecuniary interests therein.

Documents

1 file

Venus Concept Inc.

CIK 0001409269

Entity typeother

IncorporatedDE