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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
or Section 30(h) of the Investment Company Act of
||December 31, 2014
|Estimated average burden|
|hours per response:
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
1. Name and Address of Reporting Person
|C/O VENUS CONCEPT INC.|
|235 YORKLAND BLVD., SUITE 900|
2. Issuer Name
Ticker or Trading Symbol
Venus Concept Inc.
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check
||Form filed by One Reporting Person
||Form filed by More than One Reporting
|Table I - Non-Derivative Securities Acquired, Disposed of, or
Title of Security (Instr.
Deemed Execution Date, if any
Transaction Code (Instr.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported
3 and 4)
Ownership Form: Direct (D) or Indirect (I) (Instr.
Nature of Indirect Beneficial Ownership (Instr.
||(A) or (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.
||2. Conversion or Exercise Price of Derivative Security
||3. Transaction Date
||3A. Deemed Execution Date, if any
||4. Transaction Code (Instr.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
||6. Date Exercisable and Expiration Date
||7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
||8. Price of Derivative Security (Instr.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Explanation of Responses:|
|Exhibit 24.1 Power of Attorney|
||/s/ Michael Mandarello as attorney-in-fact for S. Tyler Hollmig
||** Signature of Reporting Person
|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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
Instruction 6 for procedure.|
|Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.|
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
John Smith and Michael Mandarello, each acting individually, as the undersigned's
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as a director or officer of Venus Concept Inc., a Delaware corporation ("Venus"),
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations of the
United States Securities and Exchange Commission (the "SEC") promulgated thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Forms 3, 4 or 5, complete
and execute any amendment or amendments thereto, and to timely file any such form with
the SEC and any stock exchange or similar authority, including completing and executing
a Uniform Application for Access Codes to File on Edgar on Form ID; and
and application with the United States Securites and Exchange Commmission and any
(3) take any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitues, shall lawfully do or cause to be done
by virtue of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that neither Venus nor the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, are not assuming any
liability for the undersigned's responsibility to comply with the requirements of Section
13 or Section 16 or the Exchange Act or Rule 144, any liability of the undersigned for any
failure to comply with such requirements, or any liability of the undersigned for
disgorgement of profits under Section 16(b) of the Exchange Act.
The undersigned agrees that such attorney-in-fact herein may rely entirely on information
furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned
also agrees to indemnify and hold harmless Venus and such attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statement or omission of necessary facts in the information
provided by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto), Form ID
or Update Passphrase Form and agrees to reimburse the Venus and such attorney-in-fact
for any legal or other expenses reasonably incurred in connection with investigating or
defending against any such loss, claim, damage, liability or action.
The undersigned agrees that each such attorney-in-fact herein may rely entirely on
information furnished orally or in writing by the undersigned to such attorney-in-fact.
The undersigned also agrees to indemnify and hold harmless Venus and such
attorney-in-fact against any losses, claims, damages or liabilities (or actions in these
respects) that arise out of or are based on any untrue statements or omission of necessary
facts in the information provided by the undersigned to such attorney-in-fact for purposes
of executing, acknowledging, delivering and filing Forms 3, 4 and 5 (including amendments
thereto) and agrees to reimburse Venus and such attorney-in-fact for any legal
or other expenses reasonably incurred in connection with investigating or defending against
any such loss, claim, damage, liability or action.
This Power of Attorney supersedes any power of attorney previously executed by the undersigned
regarding the purposes outlined in the first paragraph hereof ("Prior Powers of Attorney"),
and the authority of the attorney-in-fact named in any Prior Powers of Attorney is hereby
This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and
transactions in securities issued by Venus, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorney-in-fact. This Power
of Attorney may be filed with the SEC as a confirming statement of authority granted
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as of this 18th day of January, 2022.
/s/ Stanley Tyler Hollmig