Sec Form 4 Filing - Vaynberg Boris @ Venus Concept Inc. - 2019-11-07

FORM 4 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 Vaynberg Boris 2. Issuer Name and Ticker or Trading Symbol Venus Concept Inc. [ VERO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O VENUS CONCEPT INC., 235 YORKLAND BLVD., SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2019 (Street) TORONTO, A6M2J 4Y8 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 11/07/2019 A 5,333 A $ 3.75 ( 1 ) 5,333 D

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 Employee Stock Options (right to buy) $ 1.35 11/07/2019 A 45,271 ( 2 ) 12/31/2023 Common Stock 45,271 ( 3 ) 45,271 D Employee Stock Options (right to buy) $ 3.6 11/07/2019 A 47,001 ( 2 ) 06/01/2024 Common Stock 47,001 ( 4 ) 47,001 D Employee Stock Options (right to buy) $ 5.25 11/07/2019 A 11,534 ( 2 ) 04/30/2025 Common Stock 11,534 ( 5 ) 11,534 D Employee Stock Options (right to buy) $ 7.95 11/07/2019 A 11,534 ( 6 ) 08/08/2028 Common Sock 11,534 ( 7 ) 11,534 D Warrants (right to buy) $ 6 11/07/2019 A 5,333 ( 1 ) 05/07/2020 11/07/2024 Common Stock 2,666.5 ( 1 ) ( 1 ) 5,333 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vaynberg Boris C/O VENUS CONCEPT INC. 235 YORKLAND BLVD., SUITE 900 TORONTO, A6M2J 4Y8 Chief Technology Officer Signatures /s/ Domenic Di Sisto, attorney-in-fact 11/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )As of the Transaction Date, these options to acquire Common Stock of the Issuer are fully vested and exercisable. ( 3 )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 an employee stock option to acquire 78,500 Venus Concept Ltd. ordinary shares with an original exercise price of $0.75 per share. ( 4 )Received, in connection with the Merger, in exchange for an employee stock option to acquire 81,500 Venus Concept Ltd. ordinary shares with an original exercise price of $2.00 per share. ( 5 )Received, in connection with the Merger, in exchange for an employee stock option to acquire 20,000 Venus Concept Ltd. ordinary shares with an original exercise price of $3.00 per share. ( 6 )As of the Transaction Date, 3,362 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. The remaining balance of 8,172 options vest ratably and become exercisable each month from November 8, 2019 to August 8, 2022. ( 7 )Received, in connection with the Merger, in exchange for an employee stock option to acquire 20,000 Venus Concept Ltd. ordinary shares with an original exercise price of $4.57 per share.

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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