Marlin Fund, Limited Partnership's Form 4 filing
Venus Concept Inc. (VERO) · filed Jun 12, 2024
- Accession no.
- 0000919574-24-003602
- Filed
- Jun 12, 2024, 4:06 PM ET
- Trade date
- Jun 7-11, 2024
- Filing delay
- 5 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 12 non-derivative transactions and 5 derivative transactions. Open-market sales total $589.9K. It was filed 5 days after the trade, past the 2-business-day deadline.
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 |
|---|---|
| Marlin Fund, Limited PartnershipCIK 0000942668 | 10% Owner |
| Masters Capital Management LLCCIK 0001104186 | 10% Owner |
| Marlin Fund II, Limited PartnershipCIK 0001159087 | 10% Owner |
| Marlin Fund III, Limited PartnershipCIK 0001467026 | 10% Owner |
| MSS VC SPV LPCIK 0001899417 | 10% Owner |
| Masters Special Situations, LLCCIK 0001955368 | 10% Owner |
| Marlin Master Fund Offshore II, LPCIK 0001955651 | 10% Owner |
| Masters Michael WillinghamCIK 0001955652 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jun 7, 2024 | Common Stock, $0.0001 par value per share | SSaleDisposed | −172,314 | $1.20 | −$207,362.67 | 0 | Indirect | |
| Jun 7, 2024 | Common Stock, $0.0001 par value per share | SSaleDisposed | −128,254 | $1.20 | −$154,340.86 | 0 | Indirect | |
| Jun 7, 2024 | Common Stock, $0.0001 par value per share | SSaleDisposed | −11,467 | $1.20 | −$13,799.39 | 0 | Indirect | |
| Jun 7, 2024 | Common Stock, $0.0001 par value per share | SSaleDisposed | −19,814 | $1.20 | −$23,844.17 | 0 | Indirect | |
| Jun 7, 2024 | Common Stock, $0.0001 par value per share | SSaleDisposed | −1,487 | $1.20 | −$1,789.46 | 0 | Indirect | |
| Jun 7, 2024 | Common Stock, $0.0001 par value per share | SSaleDisposed | −53,895 | $1.22 | −$65,902.81 | 252,717 | Indirect | |
| Jun 10, 2024 | Common Stock, $0.0001 par value per share | CConversionAcquired | +330,684 | $0.00 | $0 | 330,684 | Indirect | |
| Jun 10, 2024 | Common Stock, $0.0001 par value per share | CConversionAcquired | +262,680 | $0.00 | $0 | 262,680 | Indirect | |
| Jun 10, 2024 | Common Stock, $0.0001 par value per share | CConversionAcquired | +24,002 | $0.00 | $0 | 24,002 | Indirect | |
| Jun 10, 2024 | Common Stock, $0.0001 par value per share | CConversionAcquired | +49,336 | $0.00 | $0 | 49,336 | Indirect | |
| Jun 11, 2024 | Common Stock, $0.0001 par value per share | CConversionAcquired | +233,345 | $0.00 | $0 | 486,062 | Indirect | |
| Jun 11, 2024 | Common Stock, $0.0001 par value per share | SSaleDisposed | −102,717 | $1.20 | −$122,828.99 | 383,345 | Indirect |
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 |
|---|---|---|---|---|---|---|---|---|
| Jun 10, 2024 | Common Stock, $0.0001 par value per share | CConversionDisposed | −330,684 | –F8 | – | 0 | Indirect | |
| Jun 10, 2024 | Common Stock, $0.0001 par value per share | CConversionDisposed | −262,680 | –F8 | – | 0 | Indirect | |
| Jun 10, 2024 | Common Stock, $0.0001 par value per share | CConversionDisposed | −24,002 | –F8 | – | 0 | Indirect | |
| Jun 10, 2024 | Common Stock, $0.0001 par value per share | CConversionDisposed | −49,336 | –F8 | – | 0 | Indirect | |
| Jun 11, 2024 | Common Stock, $0.0001 par value per share | CConversionDisposed | −233,345 | –F8 | – | 0 | Indirect |
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.
- F8
Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), was converted into shares of the Issuer's Common Stock, $0.0001 par value per share, on a 1-for-10 basis at the holder's election, subject to the Issuer's 1-for-15 reverse stock split that was effected on May 15, 2023.
Referenced by the price of 5 transactions in Table II.
Remarks
As of June 11, 2024, the only Reporting Person with beneficial ownership of more than 10% of the Common Stock of the Issuer is Michael Masters. Each of the Reporting Persons disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or 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.