EW Healthcare Partners, L.P.'s Form 4/A amendment
AmendedVenus Concept Inc. (VERO) · filed Nov 22, 2022
- Accession no.
- 0000899243-22-036815
- Filed
- Nov 22, 2022, 8:10 PM ET
- Trade date
- Nov 18, 2022
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Nov 22, 2022
This filing lists 2 derivative transactions. It was filed 4 days after the trade.
This amendment replaces 0000899243-22-036684 (filed Nov 22, 2022).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| EW Healthcare Partners, L.P.CIK 0001612343 | 10% Owner |
| Essex Woodlands Fund IX-GP, L.P.CIK 0001652285 | 10% Owner |
| Essex Woodlands IX, LLCCIK 0001652286 | 10% Owner |
| EW Healthcare Partners-A, L.P.CIK 0001736240 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 18, 2022 | Common Stock | PPurchaseAcquired | +14,419,850 | $2.00 | +$2,883,970 | 1,441,985 | Indirect | Duplicate filing |
| Nov 18, 2022 | Common Stock | PPurchaseAcquired | +580,150 | $2.00 | +$116,030 | 58,015 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The Voting Convertible Preferred Stock will convert into shares of Common Stock on a one for ten basis (i) at the option the holder or (ii) at the option of the Company within 30 days following the occurrence of certain events. The Voting Convertible Preferred Convertible Stock votes with the Common Stock on an as-converted basis. The Voting Convertible Preferred Stock does not expire.
- F2
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.
- F3
Held by EW Healthcare Partners-A.L.P. ("EWHP-A").
- F4
This Amended Form 4 is filed only to correct the Amount of Securities Underlying Derivative Security set forth in Box 7 of Table II in the original Form 4 filed on November 22, 2022 shown for EW Healthcare Partners, LP. from 14,410,850 to 14,419,850, and to correct the Suite number for the Reporting Persons' address to Suite 225. No other changes has been made to the original Form 4 filed on November 22, 2022 relating to the trade made on November 18, 2022.