0000899243-19-026910.txt : 20191107 0000899243-19-026910.hdr.sgml : 20191107 20191107215747 ACCESSION NUMBER: 0000899243-19-026910 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191107 FILED AS OF DATE: 20191107 DATE AS OF CHANGE: 20191107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Longitude Capital Partners II, LLC CENTRAL INDEX KEY: 0001647491 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 191201930 BUSINESS ADDRESS: STREET 1: 800 EL CAMINO REAL STREET 2: SUITE 220 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-5700 MAIL ADDRESS: STREET 1: 800 EL CAMINO REAL STREET 2: SUITE 220 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Longitude Venture Partners II, L.P. CENTRAL INDEX KEY: 0001527510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 191201931 BUSINESS ADDRESS: STREET 1: 800 EL CAMINO REAL, SUITE 220 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-5700 MAIL ADDRESS: STREET 1: 800 EL CAMINO REAL, SUITE 220 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENRIGHT PATRICK G CENTRAL INDEX KEY: 0001253886 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 191201932 MAIL ADDRESS: STREET 1: CO LONGITUDE CAPITAL PARTNERS LLC STREET 2: 800 EL CAMINO REAL, SUITE 220 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-11-07 0 0001409269 Venus Concept Inc. VERO 0001647491 Longitude Capital Partners II, LLC 2740 SAND HILL ROAD, SECOND FLOOR MENLO PARK CA 94025 0 0 1 0 0001527510 Longitude Venture Partners II, L.P. 2740 SAND HILL ROAD, SECOND FLOOR MENLO PARK CA 94025 0 0 1 0 0001253886 ENRIGHT PATRICK G 2740 SAND HILL ROAD, SECOND FLOOR MENLO PARK CA 94025 0 0 1 0 Common Stock 3666119 I By Longitude Venture Partners II, L.P These shares were received in connection with the merger of a wholly-owned subsidiary of Restoration Robotics, Inc. with and into Venus Concept Ltd. (the "Merger") (i) 3,476,583 were received, in exchange for 2,192,736 shares, 3,287,420 shares and 548,185 shares of Series A Preferred Stock, Series B Preferred Stock and ordinary shares of Venus Concept Ltd., respectively and (ii) 189,535 were received, upon the conversion of the outstanding principal and any accrued and unpaid interest of three 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of June 25, 2019, August 14, 2019 and August 21, 2019, in the original principal amounts of $300,000, $197,142.85 and $802,857.15, respectively. These shares are held directly by Longitude Venture Partners II, L.P. ("Longitude Venture II"). Longitude Capital Partners II, LLC ("Longitude Capital II") is the general partner of Longitude Venture II and may be deemed to have shared voting, investment and dispositive power with respect to these securities. Ms. Tammenoms Bakker, who is a member of the Issuer's board of directors, and Patrick G. Enright, are the managing members of Longitude Capital II (each a "Manager" and collectively, the "Managers") and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of Longitude Capital II and the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. Longitude Capital Partners II, LLC, By:/s/ Patrick Enright, managing member 2019-11-07 Longitude Venture Partners II, L.P., By:/s/ Patrick Enright, managing member of the general partner 2019-11-07 /s/ Patrick Enright 2019-11-07