Sec Form 13G Filing - ALLOY VENTURES 2005 LP filing for Venus Concept Inc. (VERO) - 2020-02-14

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller”, and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   The shares are held by 2002 Ventures. GP 2002 serves as the sole general partner of 2002 Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

2

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller”, and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   The shares are held by 2002 Ventures. GP 2002 serves as the sole general partner of 2002 Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

3

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), Michael Hunkapiller (“Hunkapiller” and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin Hanafi and Hunkapiller, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes 111,217 shares held by 2002 Ventures and 3,002 shares held by 2002 Partners.  GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Rubin and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

4

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller”, and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   The shares are held by 2005 Ventures. GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

5

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller”, and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   The shares are held by 2005 Ventures. GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

6

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller” and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes (i) 3,002 shares held by 2002 Partners; (ii) 114,217 shares held by 2002 Ventures; and (iii) 114,221 shares held by 2005 Ventures.  GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners;.  GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

7

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller” and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes (i) 3,002 shares held by 2002 Partners; (ii) 114,217 shares held by 2002 Ventures; and (iii) 114,221 shares held by 2005 Ventures.  GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners;.  GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

8

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller” and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes (i) 3,002 shares held by 2002 Partners; (ii) 114,217 shares held by 2002 Ventures; and (iii) 114,221 shares held by 2005 Ventures.  GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners;.  GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

9

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller” and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)  Includes (i) 3,002 shares held by 2002 Partners; (ii) 114,217 shares held by 2002 Ventures; and (iii) 114,221 shares held by 2005 Ventures.  GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Rubin, and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners;.  GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

10

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller” and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   The shares are held by 2005 Ventures. GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

11

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller” and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   The shares are held by 2005 Ventures. GP 2005 serves as the sole general partner of  2005 Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

12

(1)   This Schedule 13G is filed by Alloy Ventures 2002, L.P. (“2002 Ventures”), Alloy Partners 2002, L.P. (“2002 Partners”), Alloy Ventures 2002, LLC (“GP 2002”), Alloy Ventures 2005, L.P., (“2005 Ventures”), Alloy Ventures 2005, LLC, (“GP 2005”), Craig Taylor (“Taylor”), John Shoch (“Shoch”), Douglas Kelly (“Kelly”), Tony Di Bona (“Di Bona”), Daniel Rubin (“Rubin”), Ammar Hanafi (“Hanafi”), and Michael Hunkapiller (“Hunkapiller” and together with 2002 Ventures, 2002 Partners, GP 2002, 2005 Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin, and Hanafi, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   The shares are held by 2005 Ventures. GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

13

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Venus Concept Inc. (the “Issuer”).

14

(1) GP 2002 serves as the sole general partner of 2002 Ventures and 2002 Partners and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Rubin and Di Bona are managing directors of GP 2002 and share voting and dispositive power over the shares held by 2002 Ventures and 2002 Partners.

(2) GP 2005 serves as the sole general partner of 2005 Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by 2005 Ventures.

(3)   This percentage is calculated based upon 29,667,622 shares of Common Stock outstanding as of November 7, 2019 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2020

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Exhibit(s):

A - Joint Filing Statement

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EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Venus Concept Inc. is filed on behalf of each of us.

Dated: February 14, 2020

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