4//SEC Filing
BARRY RICHARD SCOTT 4
Accession 0001382963-19-000141
CIK 0001409269other
Filed
Nov 7, 7:00 PM ET
Accepted
Nov 8, 1:49 PM ET
Size
22.5 KB
Accession
0001382963-19-000141
Insider Transaction Report
Form 4
Barry Scott
Director
Transactions
- Award
Employee Stock Options (right to buy)
2019-11-07+17,301→ 17,301 total(indirect: By Partnership)Exercise: $7.05Exp: 2027-11-08→ Common Stock (17,301 underlying) - Award
Common Stock
2019-11-07+128,827→ 3,330,880 total(indirect: By Partnership) - Award
Warrants (right to buy)
2019-11-07+57,911→ 57,911 total(indirect: By Partnership)Exercise: $6.00From: 2020-05-07Exp: 2024-11-07→ Common Stock (28,955.5 underlying) - Award
Common Stock
2019-11-07+3,202,053→ 3,202,053 total(indirect: By Partnership) - Award
Common Stock
2019-11-07$3.75/sh+1,439,437$5,397,889→ 6,959,945 total(indirect: By Partnership) - Award
Common Stock
2019-11-07+2,104,941→ 5,435,821 total(indirect: By Partnership) - Award
Common Stock
2019-11-07+84,687→ 5,520,508 total(indirect: By Partnership) - Award
Common Stock
2019-11-07$3.75/sh+57,911$217,166→ 7,017,856 total(indirect: By Partnership) - Award
Warrants (right to buy)
2019-11-07+1,439,437→ 1,439,437 total(indirect: By Partnership)Exercise: $6.00From: 2020-05-07Exp: 2024-11-07→ Common Stock (719,718.5 underlying)
Footnotes (9)
- [F1]Received, in connection with the merger of a wholly-owned subsidiary of Restoration Robotics, Inc. with and into Venus Concept Ltd. (the "Merger"), in exchange for 4,844,231 shares and 708,078 shares of Series C Preferred Stock and Series D Preferred Stock of Venus Concept Ltd., respectively.
- [F2]Held by 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 (as defined below). 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.
- [F3]Received, in connection with the Merger, in exchange for 194,896 shares and 28,488 shares of Series C Preferred Stock and Series D Preferred Stock of Venus Concept Ltd., respectively.
- [F4]Held by EW Healthcare Partners-A L.P. ("EWHP-A").
- [F5]Received, in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of three 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of June 25, 2019, August 14, 2019 and August 21, 2019, in the original principal amounts of $4,806,617.66, $1,895,180.45 and $7,718,054.15, respectively.
- [F6]Received, in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of three 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of June 25, 2019, August 14, 2019 and August 21, 2019, in the original principal amounts of $193,382.50, $76,248.03 and $310,517.37, respectively.
- [F7]These securities were purchased from the Issuer at a purchase price of $3.75 per unit, consisting of one share of Common Stock and a warrant exercisable for 0.5 shares of Common Stock, with two warrants exercisable for one share of Common Stock at an exercise price of $6.00 per share.
- [F8]As of the Transaction Date, 8,285 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 361 options vest and become exercisable monthly from November 8, 2019 through November 8, 2021.
- [F9]Received, in connection with the Merger in exchange for an employee stock option to acquire 30,000 Venus Concept Ltd. ordinary shares with an original exercise price of $4.00 per share.
Documents
Issuer
Venus Concept Inc.
CIK 0001409269
Entity typeother
Related Parties
1- filerCIK 0001407547
Filing Metadata
- Form type
- 4
- Filed
- Nov 7, 7:00 PM ET
- Accepted
- Nov 8, 1:49 PM ET
- Size
- 22.5 KB