Marlin Fund, Limited Partnership 4
4 · Venus Concept Inc. · Filed Jun 12, 2024
Insider Transaction Report
Form 4
Masters Michael Willingham
10% Owner
Transactions
- Conversion
Voting Convertible Preferred Stock
2024-06-10−394,000→ 0 total(indirect: See footnote)From: 2022-11-18→ Common Stock, $0.0001 par value per share (262,680 underlying) - Conversion
Voting Convertible Preferred Stock
2024-06-10−36,000→ 0 total(indirect: See footnote)From: 2022-11-18→ Common Stock, $0.0001 par value per share (24,002 underlying) - Conversion
Voting Convertible Preferred Stock
2024-06-11−350,000→ 0 total(indirect: See footnote)From: 2022-11-18→ Common Stock, $0.0001 par value per share (233,345 underlying) - Sale
Common Stock, $0.0001 par value per share
2024-06-07$1.20/sh−172,314$207,363→ 0 total(indirect: By Partnership) - Sale
Common Stock, $0.0001 par value per share
2024-06-07$1.20/sh−128,254$154,341→ 0 total(indirect: By Partnership) - Sale
Common Stock, $0.0001 par value per share
2024-06-07$1.20/sh−19,814$23,844→ 0 total(indirect: By Marlin Master Fund Offshore II, LP. See footnote) - Sale
Common Stock, $0.0001 par value per share
2024-06-07$1.22/sh−53,895$65,903→ 252,717 total(indirect: By MSS VC SPV LP. See footnote) - Conversion
Common Stock, $0.0001 par value per share
2024-06-11+233,345→ 486,062 total(indirect: By MSS VC SPV LP. See footnote) - Conversion
Voting Convertible Preferred Stock
2024-06-10−496,000→ 0 total(indirect: See footnote)From: 2022-11-18→ Common Stock, $0.0001 par value per share (330,684 underlying) - Conversion
Common Stock, $0.0001 par value per share
2024-06-10+262,680→ 262,680 total(indirect: By Partnership) - Conversion
Common Stock, $0.0001 par value per share
2024-06-10+49,336→ 49,336 total(indirect: By Marlin Master Fund Offshore II, LP. See footnote) - Conversion
Common Stock, $0.0001 par value per share
2024-06-10+330,684→ 330,684 total(indirect: By Partnership) - Sale
Common Stock, $0.0001 par value per share
2024-06-07$1.20/sh−11,467$13,799→ 0 total(indirect: By Partnership) - Sale
Common Stock, $0.0001 par value per share
2024-06-07$1.20/sh−1,487$1,789→ 0 total(indirect: By LLC) - Sale
Common Stock, $0.0001 par value per share
2024-06-11$1.20/sh−102,717$122,829→ 383,345 total(indirect: By MSS VC SPV LP. See footnote) - Conversion
Common Stock, $0.0001 par value per share
2024-06-10+24,002→ 24,002 total(indirect: By Partnership) - Conversion
Voting Convertible Preferred Stock
2024-06-10−74,000→ 0 total(indirect: See footnote)From: 2022-11-18→ Common Stock, $0.0001 par value per share (49,336 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]The Voting Convertible Preferred Stock has no expiration date.
- [F8]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.