Sec Form 3 Filing - Madryn Asset Management, LP @ Venus Concept Inc. - 2020-12-09

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 Madryn Asset Management, LP 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) 140 E. 45TH STREET, 15TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2020 (Street) NEW YORK, NY10017 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 621,821 I See footnotes ( 1 ) ( 2 ) Common Stock 1,058,777 I See footnotes ( 2 ) ( 3 )

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 Secured Subordinated Convertible Notes $ 3.25 12/09/2020 12/09/2025 Common Stock 3,039,135 I See footnotes ( 1 ) ( 2 ) Secured Subordinated Convertible Notes $ 3.25 12/09/2020 12/09/2025 Common Stock 5,174,744 I See footnotes ( 2 ) ( 3 ) Warrants $ 8.775 12/09/2020 12/01/2026 Common Stock 66,575 I See footnotes ( 1 ) ( 2 ) Warrants $ 8.775 12/09/2020 12/01/2026 Common Stock 113,357 I See footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Madryn Asset Management, LP 140 E. 45TH STREET, 15TH FLOOR NEW YORK, NY10017 X Madryn Health Partners, LP 140 E. 45TH STREET, 15TH FLOOR NEW YORK, NY10017 X Madryn Health Partners (Cayman Master), LP 140 E. 45TH STREET, 15TH FLOOR NEW YORK, NY10017 X Madryn Health Advisors, LP 140 E. 45TH STREET, 15TH FLOOR NEW YORK, NY10017 X Signatures Madryn Asset Management, LP, By: /s/ John Ricciardi, Name: John Ricciardi, Title: Authorized Signatory 12/18/2020 Signature of Reporting Person Date Madryn Health Partners, LP, By: /s/ John Ricciardi, Name: John Ricciardi, Title: Authorized Signatory 12/18/2020 Signature of Reporting Person Date Madryn Health Partners (Cayman Master), LP., By: /s/ John Ricciardi, Name: John Ricciardi, Title: Authorized Signatory 12/18/2020 Signature of Reporting Person Date Madryn Health Advisors, LP, By: /s/ John Ricciardi, Name: John Ricciardi, Title: Authorized Signatory 12/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents securities held directly by Madryn Health Partners, LP ("Health Partners LP"). Madryn Health Management, LP, as investment advisor for Health Partners LP, and Madryn Health Advisors, LP, as general partner of Health Partners LP, may be deemed to be beneficial owners of the shares held directly by Health Partners LP. ( 2 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. ( 3 )Represents securities held directly by Madryn Health Partners (Cayman Master), LP ("Cayman Master LP"). Madryn Health Management, LP, as investment advisor for Cayman Master LP, and Madryn Health Advisors, LP, as general partner of Cayman Master LP, may be deemed to be beneficial owners of the shares held directly by Cayman Master LP.

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.
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