Sec Form 3 Filing - SEDCO Capital Cayman Ltd @ Venus Concept Inc. - 2019-11-07

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SEDCO Capital Cayman Ltd 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) (Last) (First) (Middle) P.O. BOX 309, UGLAND HOUSE, 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2019 (Street) GRAND CAYMAN, E9KY1-1104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 533,333 I See footnotes ( 1 ) ( 2 ) Common Stock 1,866,666 I See footnotes ( 1 ) ( 2 ) Common Stock 1,866,666 I See footnotes ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrant $ 6 05/07/2020 11/07/2024 Common Stock 266,666.5 I See footnotes ( 1 ) ( 2 ) Warrant $ 6 05/07/2020 11/07/2024 Common Stock 933,333 I See footnotes ( 1 ) ( 2 ) Warrant $ 6 05/07/2020 11/07/2024 Common Stock 933,333 I See footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEDCO Capital Cayman Ltd P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X SC Venus US Ltd P.O. BOX 709 WILLOW HOUSE, CRICKET SQUARE GRAND CAYMAN, E9KY1-1107 X SC Venus Opportunities Ltd P.O. BOX 709 WILLOW HOUSE, CRICKET SQUARE GRAND CAYMAN, E9KY1-1107 X Saudi Economic & Development Securities Co KING ABDULAZIZ ROAD, AL MORJAN DIST., P.O. BOX 13396 JEDDAH, T021493 X Signatures SEDCO Capital Cayman Limited; By Samer Shaaban, Director; /s/ Samer Shaaban 11/15/2019 Signature of Reporting Person Date SC Venus US Limited; By Eisa Matouk Abdulatie, Director; /s/ Eisa Matouk Abdulatie 11/15/2019 Signature of Reporting Person Date SC Venus Opportunities Limited; By Eisa Matouk Abdulatie, Director; /s/ Eisa Matouk Abdulatie 11/15/2019 Signature of Reporting Person Date Saudi Economic and Development Securities Company; By Talal AlJedaibi, Head of Finance and operations; /s/ Talal AlJedaibi 11/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )SEDCO Capital Cayman Limited is the record owner of 533,333 shares of common stock and warrants exercisable for 266,666.5 shares of common stock. SC Venus US Limited is the record owner of 1,866,666 shares of common stock and warrants exercisable for 933,333 shares of common stock. SC Venus Opportunities Limited is the record owner of 1,866,666 shares of common stock and warrants exercisable for 933,333 shares of common stock. Saudi Economic and Development Securities Company is the investment manager of SC Venus US Limited and SC Venus Opportunities Limited and may be deemed to beneficially own securities held by SC Venus US Limited or SC Venus Opportunities Limited. Saudi Economic and Development Securities Company is the parent of SEDCO Capital Cayman Limited and may be deemed to beneficially own securities held by SEDCO Capital Cayman Limited. ( 2 )(Continued from Footnote 2) Each of the reporting persons disclaims beneficial ownership of the reported securities, except the extent of its pecuniary interest therein.

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).

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