0000899243-19-027153.txt : 20191112 0000899243-19-027153.hdr.sgml : 20191112 20191112210155 ACCESSION NUMBER: 0000899243-19-027153 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191107 FILED AS OF DATE: 20191112 DATE AS OF CHANGE: 20191112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: InterWest Partners IX, LP CENTRAL INDEX KEY: 0001398928 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 191211480 BUSINESS ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8585 MAIL ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: InterWest Management Partners IX, LLC CENTRAL INDEX KEY: 0001398927 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 191211481 BUSINESS ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8585 MAIL ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORONSKY ARNOLD L CENTRAL INDEX KEY: 0001207833 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 191211482 MAIL ADDRESS: STREET 1: C/O INTERWEST PARTNERS STREET 2: 2710 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NASR KHALED CENTRAL INDEX KEY: 0001276600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 191211483 MAIL ADDRESS: STREET 1: 2710 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Venus Concept Inc. CENTRAL INDEX KEY: 0001409269 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 061681204 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 235 YORKLAND BLVD. STREET 2: SUITE 900 CITY: TORONTO STATE: A6 ZIP: M2J 4Y8 BUSINESS PHONE: 877-848-8430 X117 MAIL ADDRESS: STREET 1: 235 YORKLAND BLVD. STREET 2: SUITE 900 CITY: TORONTO STATE: A6 ZIP: M2J 4Y8 FORMER COMPANY: FORMER CONFORMED NAME: Restoration Robotics, Inc. DATE OF NAME CHANGE: 20171121 FORMER COMPANY: FORMER CONFORMED NAME: Restoration Robotics Inc DATE OF NAME CHANGE: 20070808 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-11-07 1 0001409269 Venus Concept Inc. VERO 0001398928 InterWest Partners IX, LP 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001398927 InterWest Management Partners IX, LLC 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001207833 ORONSKY ARNOLD L 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001276600 NASR KHALED 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 Common Stock 2019-11-07 4 C 0 301605 A 658657 D Unsecured Subordinated Convertible Promissory Note 2019-11-07 4 C 0 2000000.00 0.00 D 2020-08-28 Common Stock 301605 0 D Received in connection with the Agreement and Plan of Merger and Reorganization dated March 15, 2019, among the Issuer (formerly known as Restoration Robotics, Inc.), Radiant Merger Sub Ltd, an entity organized under the laws of Israel and Venus Concept Ltd, an entity organized under the laws of Israel (the "Merger"), upon the conversion of the outstanding principal and any accrued and unpaid interest of an 8% Convertible Promissory Notes issued by Venus Concept Inc., dated as of February 28, 2019 in the original principal amount of $2,000,000.00 and accrued interest income of $110,027.40. Share data reported herein reflects the 1-for-15 reverse stock split that occurred after the note conversion on November 7, 2019. The securities are directly held by InterWest Partners IX, LP ("IW9"). InterWest Management Partners IX, LLC ("IMP9") as the general partner of IW9, may be deemed to beneficially own the shares held by IW9. Arnold L. Oronsky and Gilbert H. Kliman are Managing Directors of IMP9, and Khaled A. Nasr is a Venture Member of IMP9. Gilbert H. Kliman is also a Director of the Issuer, and has filed a separate Form 4 in his own name. Each of the foregoing persons may be deemed to beneficially own the shares held by IW9, and each foregoing person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. IW9 ceased to be a 10% owner upon closing of the Merger. This Unsecured Subordinated Convertible Promissory Note was converted with a conversion price of $0.4664 prior to the 1-for-15 reverse stock split that occurred on November 7, 2019. This Unsecured Subordinated Convertible Promissory Note converted upon the consummation of the Merger, pursuant to its terms. /s/ Karen Wilson, Attorney-in-Fact for InterWest Partners IX, LP 2019-11-12 /s/ Karen Wilson, Attorney-in-Fact for InterWest Management Partners IX, LLC 2019-11-12 /s/ Karen Wilson, Attorney-in-Fact for Arnold L Oronsky 2019-11-12 /s/ Karen Wilson, Attorney-in-Fact for Khaled A. Nasr 2019-11-12