Washington, D.C. 20549


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 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*
Sullivan Keith J

(Last) (First) (Middle)


(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 33,333 A $0 57,333(1) D
Common Stock 12/03/2019 S 5,716 D $3.26(2) 51,617 D
Common Stock 12/04/2019 S 200 D $3.15 51,417 D
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
Explanation of Responses:
1. On November 7, 2019, the common stock of the Issuer went through a 1-for-15 reverse stock split, resulting in the reporting person's ownership of 24,000 shares of Common Stock prior to this transaction.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.22 to $3.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Exhibit List Exhibit 24 - Power of Attorney
/s/ Domenic Di Sisto, attorney-in-fact 12/05/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.



       The undersigned hereby makes, constitutes and appoints each of Domenic Di Sisto, Domenic

Della Penna and Michael Mandarello, and each with the power to appoint his substitute, as the

undersigned's true and lawful attorneys-in-fact, each with full power and authority as hereinafter

described on behalf of and in the name, place and stead of the undersigned to:

       1. prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any

amendments thereto) with respect to the securities of  Venus Concept Inc., a Delaware corporation (the

Company), with the U.S. Securities and Exchange Commission, any national securities exchanges and the

Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of

1934 and the rules and regulations promulgated thereunder, as amended from time to time (the Exchange


       2. seek or obtain, as the undersigned's representative and on the undersigned's behalf,

information on transactions in the Company's securities from any third party, including brokers,

employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person

to release any such information to such attorneys-in-fact, on  the undersigned's behalf and approves and

ratifies any such release of information; and

       3. perform any and all other acts which in the discretion of each such attorney-in-fact are

necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

       The undersigned acknowledges that:

       1. this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act

in his discretion on information provided to such attorney-in-fact without independent verification of such


       2. any documents prepared and/or executed by each such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney will be in such form and will contain such information

and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

       3. neither the Company nor such attorney-in-fact assumes (i) any liability for the

undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the

undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the

undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

       4. this Power of Attorney does not relieve the undersigned from responsibility for

compliance with the undersigned's obligations under the Exchange Act, including without limitation the

reporting requirements under Section 16 of the Exchange Act.

       The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and

authority to do and perform all and every act and thing whatsoever required, necessary or appropriate to

be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or

could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the

undersigned, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by

virtue of this Power of Attorney.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in

securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered

to such attorney-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as

of this 30th day of September, 2019.

/s/ Keith J. Sullivan

Keith J. Sullivan

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