0000899243-19-027159.txt : 20191112
0000899243-19-027159.hdr.sgml : 20191112
20191112210843
ACCESSION NUMBER: 0000899243-19-027159
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: Kliman Gilbert H
CENTRAL INDEX KEY: 0001293171
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 191211513
MAIL ADDRESS:
STREET 1: C/O INTERWEST PARTNERS
STREET 2: 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
0001293171
Kliman Gilbert H
2710 SAND HILL ROAD, SUITE 200
MENLO PARK
CA
94025
1
0
1
0
Common Stock
2019-11-07
4
C
0
301605
A
658657
I
See footnote
Unsecured Subordinated Convertible Promissory Note
2019-11-07
4
C
0
2000000.00
0.00
D
2020-08-28
Common Stock
301605
0
I
See footnote
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. The Reporting Person is a Managing Director of IMP9, and as such may be deemed to beneficially own the shares held by IW9. The Reporting Person disclaims beneficial ownership of such shares except to the extend of his pecuniary interest therein. The Reporting Person ceased to be a Director of the Issuer, and IW9 ceased to be a 10% owner of the Issuer, 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 Gilbert H. Kliman
2019-11-12