SEC FORM 4 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
 
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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*
SEDCO Capital Cayman Ltd

(Last) (First) (Middle)
P.O. BOX 309, UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(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)
03/18/2020
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 03/18/2020 A 660,000 A (1) 1,193,333 I See footnotes(2)(6)
Common Stock 03/18/2020 A 1,600,000 A (1) 1,600,000 I See footnotes(3)(6)
Common Stock 1,866,666 I See footnotes(4)(6)
Common Stock 1,866,666 I See footnotes(5)(6)
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
Warrant $3.5 03/18/2020 A 660,000 09/15/2020 09/15/2025 Common Stock 495,000 (1) 495,000 I See footnotes(2)(6)
Warrant $3.5 03/18/2020 A 1,600,000 09/15/2020 09/15/2025 Common Stock 1,200,000 (1) 1,200,000 I See footnotes(3)(6)
1. Name and Address of Reporting Person*
SEDCO Capital Cayman Ltd

(Last) (First) (Middle)
P.O. BOX 309, UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Saudi Economic & Development Securities Co

(Last) (First) (Middle)
KING ABDULAZIZ ROAD, AL MORJAN DIST.,
P.O. BOX 13396

(Street)
JEDDAH T0 21493

(City) (State) (Zip)
Explanation of Responses:
1. These securities were purchased from the Issuer at a price of $2.50 per unit, consisting of one share of common stock and a warrant exercisable for 0.75 shares of common stock.
2. SEDCO Capital Cayman Limited is the record owner of the reported securities. Saudi Economic and Development Securities Company is the parent of SEDCO Capital Cayman Limited and may be deemed to beneficially own securities held by SEDCO Capital Cayman Limited.
3. SEDCO Capital Global Funds - SC Private Equity Global Fund IV is the record owner of the reported securities. Saudi Economic and Development Securities Company is the investment manager of SEDCO Capital Global Funds - SC Private Equity Global Fund IV and may be deemed to beneficially own securities held by SEDCO Capital Global Funds - SC Private Equity Global Fund IV.
4. SC Venus US Limited is the record owner of the reported securities. Saudi Economic and Development Securities Company is the investment manager of SC Venus US Limited and may be deemed to beneficially own securities held by SC Venus US Limited.
5. SC Venus Opportunities Limited is the record owner of the reported securities. Saudi Economic and Development Securities Company is the investment manager of SC Venus Opportunities Limited and may be deemed to beneficially own securities held by SC Venus Opportunities Limited.
6. Each of the reporting persons disclaims beneficial ownership of the reported securities, except the extent of its pecuniary interests therein.
Remarks:
SEDCO Capital Cayman Limited, /s/ Samer Shaaban, Name: Samer Shaaban, Title: Director 03/19/2020
Saudi Economic and Development Securities Company, /s/ Valerio Salvati, Name: Valerio Salvati, Title: Director 03/19/2020
** 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).
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