Sec Form 3 Filing - PAUL STEVEN M @ Karuna Therapeutics, Inc. - 2019-06-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PAUL STEVEN M 2. Issuer Name and Ticker or Trading Symbol Karuna Therapeutics, Inc. [ KRTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O KARUNA THERAPEUTICS, INC., 33 ARCH STREET, SUITE 3110 3. Date of Earliest Transaction (MM/DD/YY) 06/27/2019 (Street) BOSTON, MA02110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 0.11 ( 1 ) 03/04/2021 Common Stock 292,207 D Stock Option (Right to Buy) $ 7.04 ( 1 ) 04/30/2028 Common Stock 64,466 D Stock Option (Right to Buy) $ 7.04 ( 2 ) 04/30/2028 Common Stock 71,628 D Stock Option (Right to Buy) $ 7.27 ( 3 ) 08/09/2028 Common Stock 784,555 D Stock Option (Right to Buy) $ 9.2 ( 4 ) 03/21/2029 Common Stock 449,463 D Stock Option (Right to Buy) $ 9.2 ( 4 ) 03/29/2029 Common Stock 87,494 D Stock Option (Right to Buy) $ 9.2 ( 4 ) 04/08/2029 Common Stock 15,205 D Series A Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 96,485 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PAUL STEVEN M C/O KARUNA THERAPEUTICS, INC. 33 ARCH STREET, SUITE 3110 BOSTON, MA02110 X President & CEO Signatures /s/ Steven Paul 06/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option is fully vested and exercisable as of the date hereof. ( 2 )This option shall vest and become exercisable in six equal semi-annual installments on each six month anniversary of February 28, 2018. ( 3 )This option (the "Initial Option Grant") shall vest and become exercisable in thirty monthly installments on each one month anniversary of June 15, 2018. An additional 274,594 shares vested upon closing of the Series B financing by Karuna Therapeutic, Inc. (the "Company") in March 2019. Upon the closing of the Company's initial public offering, an additional 50% of those shares that remain unvested will vest and become exercisable. ( 4 )Vests concurrently with the Initial Option Grant, as described in footnote 3. At time of each grant, 65% of the shares underlying the grant were vested, with the remaining vesting concurrently with the Initial Option Grant. ( 5 )The Series A Preferred Stock is convertible on a 1.2987-for-one basis into the number of shares of Common Stock shown in Column 3. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date.

Remarks: Exhibit 24 - Power of Attorney

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