SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O VENUS CONCEPT INC. |
| 235 YORKLAND BLVD., SUITE 900 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
02/10/2020
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3. Issuer Name and Ticker or Trading Symbol
Venus Concept Inc.
[ VERO ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Commercial Officer |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
|
| No securities are beneficially owned. |
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/s/ Domenic Di Sisto, attorney-in-fact |
02/13/2020 |
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** 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
5
(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. |
LIMITED POWER OF ATTORNEY
FOR
SECTION 16 REPORTING OBLIGATIONS
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
Act);
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
information;
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 29th day of January, 2020.
/s/ Chad A. Zaring
Chad A. Zaring
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