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) 06/16/2020
	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	06/16/2020		C		5,191,147	A	(1)	12,209,003	D
Common Stock	06/16/2020		C		208,853	A	(1)	12,417,856	I	See Footnote(2)

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
Series A Preferred Stock	(1)	06/16/2020		C			519,114.7	06/16/2020	(3)	Common Stock	5,191,147	$0	0	D
Series A Preferred Stock	(1)	06/16/2020		C			20,885.3	06/16/2020	(3)	Common Stock	208,853	$0	0	I	See Footnote(2)

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. The shares of Series A Preferred Stock were originally purchased from the Issuer at a purchase price of $2.50 per unit (consisting of one-tenth of one share of Series A Preferred Stock and 0.75 of a Warrant, with each whole Warrant exercisable for one share of Common Stock, at an exercise price of $3.50 per share). Each share of Series A Preferred Stock converted into ten shares of Common Stock for no additional consideration.

2. Held by EW Healthcare Partners-A L.P. ("EWHP-A"). EWHP-A is an affiliated fund of 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. 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. The Series A Preferred Stock had no expiration date.

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	06/18/2020
	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	06/18/2020
	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	06/18/2020
	Essex Woodlands IX, LLC; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk	06/18/2020
	** Signature of Reporting Person	Date
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