SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EW Healthcare Partners, L.P. (Last) (First) (Middle) 21 WATERWAY AVENUE, SUITE 225 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Venus Concept Inc. [ VERO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/07/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/07/2019		A		3,202,053	A	(1)	3,202,053	D(2)
Common Stock	11/07/2019		A		128,827	A	(3)	3,330,880	I	See Footnote(4)
Common Stock	11/07/2019		A		2,104,941	A	(5)	5,435,821	D(2)
Common Stock	11/07/2019		A		84,687	A	(6)	5,520,508	I	See Footnote(4)
Common Stock	11/07/2019		A		1,439,437	A	$3.75(7)	6,959,945	D(2)
Common Stock	11/07/2019		A		57,911	A	$3.75(7)	7,017,856	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	$7.05	11/07/2019		A		17,301		(8)	11/08/2027	Common Stock	17,301	(9)	17,301	D(2)
Warrant (right to buy)	$6	11/07/2019		A		1,439,437(7)		05/07/2020	11/07/2024	Common Stock	719,718.5(7)	(7)	1,439,437(7)	D(2)
Warrant (right to buy)	$6	11/07/2019		A		57,911(7)		05/07/2020	11/07/2024	Common Stock	28,955.5(7)	(7)	57,911(7)	I	See Footnote(4)

1. Name and Address of Reporting Person* EW Healthcare Partners, L.P. (Last) (First) (Middle) 21 WATERWAY AVENUE, SUITE 225 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip)

1. Name and Address of Reporting Person* EW Healthcare Partners-A, L.P. (Last) (First) (Middle) 21 WATERWAY AVENUE, SUITE 225 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip)

1. Name and Address of Reporting Person* Essex Woodlands Fund IX-GP, L.P. (Last) (First) (Middle) 21 WATERWAY AVENUE, SUITE 225 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip)

1. Name and Address of Reporting Person* Essex Woodlands IX, LLC (Last) (First) (Middle) 21 WATERWAY AVENUE, SUITE 225 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Held by EW Healthcare Partners-A L.P. ("EWHP-A").

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

Remarks:

	EW Healthcare Partners L.P.; By Essex Woodlands Fund IX-GP, L.P., its General Partner; By Essex Woodlands IX, LLC, its General Partner; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk	11/07/2019
	EW Healthcare Partners-A L.P.; By Essex Woodlands Fund IX-GP, L.P., its General Partner; By Essex Woodlands IX, LLC, its General Partner; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk	11/07/2019
	Essex Woodlands IX-GP, L.P.; By Essex Woodlands IX, LLC, its General Partner; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk	11/07/2019
	Essex Woodlands IX, LLC; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk	11/07/2019
	** Signature of Reporting Person	Date
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