0000899243-19-026973.txt : 20191108
0000899243-19-026973.hdr.sgml : 20191108
20191108152704
ACCESSION NUMBER: 0000899243-19-026973
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191107
FILED AS OF DATE: 20191108
DATE AS OF CHANGE: 20191108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EW Healthcare Partners, L.P.
CENTRAL INDEX KEY: 0001612343
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 191203853
BUSINESS ADDRESS:
STREET 1: 21 WATERWAY AVENUE, SUITE 225
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 281-364-1555
MAIL ADDRESS:
STREET 1: 21 WATERWAY AVENUE, SUITE 225
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
FORMER NAME:
FORMER CONFORMED NAME: Essex Woodlands Fund IX, L.P.
DATE OF NAME CHANGE: 20140701
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EW Healthcare Partners-A, L.P.
CENTRAL INDEX KEY: 0001736240
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 191203854
BUSINESS ADDRESS:
STREET 1: 21 WATERWAY AVENUE, SUITE 225
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 2813648338
MAIL ADDRESS:
STREET 1: 21 WATERWAY AVENUE, SUITE 225
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Essex Woodlands Fund IX-GP, L.P.
CENTRAL INDEX KEY: 0001652285
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 191203855
BUSINESS ADDRESS:
STREET 1: 21 WATERWAY AVENUE, SUITE 225
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 2813648338
MAIL ADDRESS:
STREET 1: 21 WATERWAY AVENUE, SUITE 225
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Essex Woodlands IX, LLC
CENTRAL INDEX KEY: 0001652286
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 191203856
BUSINESS ADDRESS:
STREET 1: 21 WATERWAY AVENUE, SUITE 225
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 2813648338
MAIL ADDRESS:
STREET 1: 21 WATERWAY AVENUE, SUITE 225
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
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
0
0001409269
Venus Concept Inc.
VERO
0001612343
EW Healthcare Partners, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS
TX
77380
0
0
1
0
0001736240
EW Healthcare Partners-A, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS
TX
77380
0
0
1
0
0001652285
Essex Woodlands Fund IX-GP, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS
TX
77380
0
0
1
0
0001652286
Essex Woodlands IX, LLC
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS
TX
77380
0
0
1
0
Common Stock
2019-11-07
4
A
0
3202053
A
3202053
D
Common Stock
2019-11-07
4
A
0
128827
A
3330880
I
See Footnote
Common Stock
2019-11-07
4
A
0
2104941
A
5435821
D
Common Stock
2019-11-07
4
A
0
84687
A
5520508
I
See Footnote
Common Stock
2019-11-07
4
A
0
1439437
3.75
A
6959945
D
Common Stock
2019-11-07
4
A
0
57911
3.75
A
7017856
I
See Footnote
Employee Stock Options (right to buy)
7.05
2019-11-07
4
A
0
17301
A
2027-11-08
Common Stock
17301
17301
D
Warrant (right to buy)
6.00
2019-11-07
4
A
0
1439437
A
2020-05-07
2024-11-07
Common Stock
719718.5
1439437
D
Warrant (right to buy)
6.00
2019-11-07
4
A
0
57911
A
2020-05-07
2024-11-07
Common Stock
28955.5
57911
I
See Footnote
Received, in connection with the merger of a wholly-owned subsidiary of Restoration Robotics, Inc. with and into Venus Concept Ltd. (the "Merger"), in exchange for 4,844,231 shares and 708,078 shares of Series C
Preferred Stock and Series D Preferred Stock of Venus Concept Ltd., respectively.
Held by 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 (as defined below). 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.
Received, in connection with the Merger, in exchange for 194,896 shares and 28,488 shares of Series C Preferred Stock and Series D Preferred Stock of Venus Concept Ltd., respectively.
Held by EW Healthcare Partners-A L.P. ("EWHP-A").
Received, in connection with the Merger, 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 $4,806,617.66, $1,895,180.45 and $7,718,054.15, respectively.
Received, in connection with the Merger, 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 $193,382.50, $76,248.03 and $310,517.37, respectively.
These securities were purchased from the Issuer at a purchase price of $3.75 per unit, consisting of one share of Common Stock and a warrant exercisable for 0.5 shares of Common Stock, with two warrants exercisable for one share of Common Stock at an exercise price of $6.00 per share.
As of the Transaction Date, 8,285 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 361 options vest and become exercisable monthly from November 8, 2019 through November 8, 2021.
Received, in connection with the Merger in exchange for an employee stock option to acquire 30,000 Venus Concept Ltd. ordinary shares with an original exercise price of $4.00 per share.
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
2019-11-07
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
2019-11-07
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
2019-11-07
Essex Woodlands IX, LLC; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk
2019-11-07