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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Masters Michael Willingham
(Last) (First) (Middle)
3060 PEACHTREE ROAD NW, SUITE 1425
(Street)
ATLANTA GA 30305
(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)
09/30/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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, $0.0001 par value per share 09/30/2024 S 22,301 D $0.6449 308,383 I By Marlin Fund, Limited Partnership. See footnote(1)
Common Stock, $0.0001 par value per share 09/30/2024 S 17,715 D $0.6449 244,965 I By Marlin Fund II, Limited Partnership. See footnote(2)
Common Stock, $0.0001 par value per share 09/30/2024 S 1,619 D $0.6449 22,383 I By Marlin Fund III, Limited Partnership. See footnote(3)
Common Stock, $0.0001 par value per share 09/30/2024 S 3,327 D $0.6449 46,009 I By Marlin Master Fund Offshore II, LP. See footnote(4)
Common Stock, $0.0001 par value per share 09/30/2024 S 26,406 D $0.6449 356,939 I By MSS VC SPV LP. See footnote(5)
Common Stock, $0.0001 par value per share 10/01/2024 S 43,814 D $0.5952 264,569 I By Marlin Fund, Limited Partnership. See footnote(1)
Common Stock, $0.0001 par value per share 10/01/2024 S 34,804 D $0.5952 210,161 I By Marlin Fund II, Limited Partnership. See footnote(2)
Common Stock, $0.0001 par value per share 10/01/2024 S 3,180 D $0.5952 19,203 I By Marlin Fund III, Limited Partnership. See footnote(3)
Common Stock, $0.0001 par value per share 10/01/2024 S 6,537 D $0.5952 39,472 I By Marlin Master Fund Offshore II, LP. See footnote(4)
Common Stock, $0.0001 par value per share 10/01/2024 S 51,879 D $0.5952 305,060 I By MSS VC SPV LP. See footnote(5)
Common Stock, $0.0001 par value per share 10/02/2024 S 29,546 D $0.5305 235,023 I By Marlin Fund, Limited Partnership. See footnote(1)
Common Stock, $0.0001 par value per share 10/02/2024 S 23,470 D $0.5305 186,691 I By Marlin Fund II, Limited Partnership. See footnote(2)
Common Stock, $0.0001 par value per share 10/02/2024 S 2,144 D $0.5305 17,059 I By Marlin Fund III, Limited Partnership. See footnote(3)
Common Stock, $0.0001 par value per share 10/02/2024 S 4,408 D $0.5305 35,064 I By Marlin Master Fund Offshore II, LP. See footnote(4)
Common Stock, $0.0001 par value per share 10/02/2024 S 34,985 D $0.5305 270,075 I By MSS VC SPV LP. See footnote(5)
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
Explanation of Responses:
1. These securities are held in the account of Marlin Fund, Limited Partnership, a private fund managed by Masters Capital Management, LLC ("MCM"). These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
2. These securities are held in the account of Marlin Fund II, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund II, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
3. These securities are held in the account of Marlin Fund III, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund III, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
4. These securities are held in the account of Marlin Master Fund Offshore II, LP, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Master Fund Offshore II, LP, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
5. These securities are held in the account of MSS VC SPV LP, a private fund managed by Masters Special Situations, LLC ("MSS"). These securities may be deemed to be beneficially owned by MSS by virtue of its role as the investment manager of such private fund and as managing member of MSS VC SPV GP, LLC, the general partner of such private fund, and Michael Masters by virtue of his role as the controlling founder of MSS.
Remarks:
The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
/s/ Michael Masters 10/02/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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