0000919574-22-006914.txt : 20221128 0000919574-22-006914.hdr.sgml : 20221128 20221128162810 ACCESSION NUMBER: 0000919574-22-006914 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221118 FILED AS OF DATE: 20221128 DATE AS OF CHANGE: 20221128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marlin Fund, Limited Partnership CENTRAL INDEX KEY: 0000942668 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 221425808 BUSINESS ADDRESS: STREET 1: MASTERS CAPITAL MANAGEMENT, LLC STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: (404) 364-2021 MAIL ADDRESS: STREET 1: MASTERS CAPITAL MANAGEMENT, LLC STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 FORMER NAME: FORMER CONFORMED NAME: MARLIN FUND L P DATE OF NAME CHANGE: 19950322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MASTERS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001104186 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 221425810 BUSINESS ADDRESS: STREET 1: 3060 PEACHTREE ROAD NW STREET 2: SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4043642021 MAIL ADDRESS: STREET 1: 3060 PEACHTREE ROAD NW STREET 2: SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marlin Fund II, Limited Partnership CENTRAL INDEX KEY: 0001159087 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 221425807 BUSINESS ADDRESS: STREET 1: MASTERS CAPITAL MANAGEMENT, LLC STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: (404) 364-2021 MAIL ADDRESS: STREET 1: MASTERS CAPITAL MANAGEMENT, LLC STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 FORMER NAME: FORMER CONFORMED NAME: MARLIN FUND II LP DATE OF NAME CHANGE: 20010913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marlin Fund III, Limited Partnership CENTRAL INDEX KEY: 0001467026 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 221425806 BUSINESS ADDRESS: STREET 1: MASTERS CAPITAL MANAGEMENT, LLC STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: (404) 364-2021 MAIL ADDRESS: STREET 1: MASTERS CAPITAL MANAGEMENT, LLC STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Masters Michael Willingham CENTRAL INDEX KEY: 0001955652 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 221425811 MAIL ADDRESS: STREET 1: 3060 PEACHTREE ROAD NW, SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSS VC SPV LP CENTRAL INDEX KEY: 0001899417 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 221425804 BUSINESS ADDRESS: STREET 1: C/O MASTERS SPECIAL SITUATIONS, LLC STREET 2: 3060 PEACHTREE ROAD, NW, STE.1425 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 301-928-1859 MAIL ADDRESS: STREET 1: C/O MASTERS SPECIAL SITUATIONS, LLC STREET 2: 3060 PEACHTREE ROAD, NW, STE.1425 CITY: ATLANTA STATE: GA ZIP: 30305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Masters Special Situations, LLC CENTRAL INDEX KEY: 0001955368 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 221425809 BUSINESS ADDRESS: STREET 1: 3060 PEACHTREE ROAD NW, SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: (404) 364-2021 MAIL ADDRESS: STREET 1: 3060 PEACHTREE ROAD NW, SUITE 1425 CITY: ATLANTA STATE: GA ZIP: 30305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marlin Master Fund Offshore II, LP CENTRAL INDEX KEY: 0001955651 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 221425805 BUSINESS ADDRESS: STREET 1: WAYSTONE CORP SV (CAYMAN) LTD, STE 5B201 STREET 2: FL 2, 1 NEXUS WAY, CAMANA BAY, BOX 1344 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: (404) 364-2021 MAIL ADDRESS: STREET 1: WAYSTONE CORP SV (CAYMAN) LTD, STE 5B201 STREET 2: FL 2, 1 NEXUS WAY, CAMANA BAY, BOX 1344 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Venus Concept Inc. CENTRAL INDEX KEY: 0001409269 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 061681204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 235 YORKLAND BLVD. STREET 2: SUITE 900 CITY: TORONTO STATE: A6 ZIP: M2J 4Y8 BUSINESS PHONE: 877-848-8430 X117 MAIL ADDRESS: STREET 1: 235 YORKLAND BLVD. STREET 2: SUITE 900 CITY: TORONTO STATE: A6 ZIP: M2J 4Y8 FORMER COMPANY: FORMER CONFORMED NAME: Restoration Robotics, Inc. DATE OF NAME CHANGE: 20171121 FORMER COMPANY: FORMER CONFORMED NAME: Restoration Robotics Inc DATE OF NAME CHANGE: 20070808 3 1 ownership.xml X0206 3 2022-11-18 0 0001409269 Venus Concept Inc. VERO 0001955652 Masters Michael Willingham 3060 PEACHTREE ROAD NW, SUITE 1425 ATLANTA GA 30305 0 0 1 0 0001104186 MASTERS CAPITAL MANAGEMENT LLC 3060 PEACHTREE ROAD, NW, SUITE 1425 ATLANTA GA 30305 0 0 1 0 0001955368 Masters Special Situations, LLC 3060 PEACHTREE ROAD NW, SUITE 1425 ATLANTA GA 30305 0 0 1 0 0000942668 Marlin Fund, Limited Partnership C/O MASTERS CAPITAL MANAGEMENT, LLC 3060 PEACHTREE ROAD NW, SUITE 1425 ATLANTA GA 30305 0 0 1 0 0001159087 Marlin Fund II, Limited Partnership C/O MASTERS CAPITAL MANAGEMENT, LLC 3060 PEACHTREE ROAD NW, SUITE 1425 ATLANTA GA 30305 0 0 1 0 0001467026 Marlin Fund III, Limited Partnership C/O MASTERS CAPITAL MANAGEMENT, LLC 3060 PEACHTREE ROAD NW, SUITE 1425 ATLANTA GA 30305 0 0 1 0 0001955651 Marlin Master Fund Offshore II, LP C/O MASTERS CAPITAL MANAGEMENT, LLC 3060 PEACHTREE ROAD, NW, SUITE 1425 ATLANTA GA 30305 0 0 1 0 0001899417 MSS VC SPV LP C/O MASTERS SPECIAL SITUATIONS, LLC 3060 PEACHTREE ROAD, NW, STE.1425 ATLANTA GA 30305 0 0 1 0 Common Stock, $0.0001 par value per share 2535198 I By Marlin Fund, Limited Partnership Common Stock, $0.0001 par value per share 1885401 I By Marlin Fund II, Limited Partnership Common Stock, $0.0001 par value per share 168502 I By Marlin Fund III, Limited Partnership Common Stock, $0.0001 par value per share 289899 I By Marlin Master Fund Offshore II, LP Common Stock, $0.0001 par value per share 21000 I By Masters Capital Management, LLC Common Stock, $0.0001 par value per share 4599173 I By MSS VC SPV LP Voting Convertible Preferred Stock Common Stock, $0.0001 par value per share 4960000 I By Marlin Fund, Limited Partnership Voting Convertible Preferred Stock Common Stock, $0.0001 par value per share 3940000 I By Marlin Fund II, Limited Partnership Voting Convertible Preferred Stock Common Stock, $0.0001 par value per share 360000 I By Marlin Fund III, Limited Partnership Voting Convertible Preferred Stock Common Stock, $0.0001 par value per share 740000 I By Marlin Master Fund Offshore II, LP Voting Convertible Preferred Stock Common Stock, $0.0001 par value per share 3500000 I By MSS VC SPV LP These securities are held in the account of Marlin Fund, Limited Partnership, a private fund managed by Masters Capital Management, LLC ("MCM"). These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM. These securities are held in the account of Marlin Fund II, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund II, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM. These securities are held in the account of Marlin Fund III, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund III, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM. These securities are held in the account of Marlin Master Fund Offshore II, LP, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Master Fund Offshore II, LP, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM. These securities are held in the accounts of other clients advised by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as advisor to such accounts, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM. These securities are held in the account of MSS VC SPV LP, a private fund managed by Masters Special Situations, LLC ("MSS"). These securities may be deemed to be beneficially owned by MSS by virtue of its role as the investment manager of such private fund and as managing member of MSS VC SPV GP, LLC, the general partner of such private fund, and Michael Masters by virtue of his role as the controlling founder of MSS. Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), is convertible into shares of the Issuer's Common Stock, $0.0001 par value per share on a 1-for-10 basis at any time at the holder's election. The shares have no expiration date. /s/ Michael Masters 2022-11-28 Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member 2022-11-28 Masters Special Situations, LLC, By: /s/ Michael Masters, Authorized Signatory 2022-11-28 Marlin Fund, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member 2022-11-28 Marlin Fund II, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member 2022-11-28 Marlin Fund III, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member 2022-11-28 Marlin Master Offshore II, LP, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member 2022-11-28 MSS VC SPV LP, By: MSS VC SPV GP, LLC, By: Masters Special Situations, LLC, By: /s/ Michael Masters, Michael Masters 2022-11-28