Sec Form 3 Filing - PROEHL GERALD T @ Dermata Therapeutics, Inc. - 2021-08-12

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 PROEHL GERALD T 2. Issuer Name and Ticker or Trading Symbol Dermata Therapeutics, Inc. [ DRMA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres., CEO and Chairman (Last) (First) (Middle) 3525 DEL MAR HEIGHTS RD., #332 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2021 (Street) SAN DIEGO, CA92130 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 Common Stock 39,512 ( 1 ) D Common Stock 917,317 ( 1 ) I By Proehl Investment Ventures LLC ( 12 )

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) $ 5.74 03/31/2021 03/31/2031 Common Stock 49,462 ( 1 ) D Stock Option (Right to Buy) $ 5.74 ( 2 ) 03/31/2031 Common Stock 37,852 D Stock Option (Right to Buy) $ 5.74 ( 3 ) 03/31/2031 Common Stock 9,756 D Stock Option (Right to Buy) $ 5.74 ( 4 ) 03/31/2031 Common Stock 9,756 D Stock Option (Right to Buy) $ 6.31 ( 5 ) 03/31/2026 Common Stock 48,780 D Stock Option (Right to Buy) $ 6.31 ( 6 ) 03/31/2026 Common Stock 10,927 D Series 1d Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 120,481 ( 7 ) I By Allison Taylor Proehl 2020 Irrevocable Trust ( 12 ) Series 1d Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 60,240 ( 7 ) I By Meghan Proehl Wilder 2020 Irrevocable Trust ( 12 ) Series 1d Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 241,325 ( 7 ) I By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020 ( 12 ) Series 1d Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 2,436,657 ( 7 ) I By Proehl Investment Ventures LLC ( 13 ) Series 1a Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 2,295,000 ( 8 ) I By Proehl Investment Ventures LLC ( 13 ) Series 1b Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 3,722,500 ( 9 ) I By Proehl Investment Ventures LLC ( 13 ) Series 1c Preferred Stock ( 10 ) ( 10 ) ( 10 ) Common Stock 25,582,050 ( 10 ) I By Proehl Investment Ventures LLC ( 13 ) Series 1 Preferred Stock ( 11 ) ( 11 ) ( 11 ) Common Stock 1,755,622 ( 11 ) I By Proehl Investment Ventures LLC ( 13 ) Series 1a Warrants ( 12 ) 11/15/2016 03/14/2026 Common Stock 573,750 ( 12 ) I By Proehl Investment Ventures LLC ( 13 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PROEHL GERALD T 3525 DEL MAR HEIGHTS RD., #332 SAN DIEGO, CA92130 X Pres., CEO and Chairman Signatures /s/ Gerald T. Proehl 08/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares reported reflect the 1 for 20.5 stock split effected July 1, 2021 (the "Stock Split"). ( 2 )Options vest in 48 equal monthly installments commencing December 11, 2019. Shares reported reflect the Stock Split. ( 3 )Options vest in 48 equal monthly installments commencing December 19, 2018. Shares reported reflect the Stock Split. ( 4 )Options vest in 48 equal monthly installments commencing January 1, 2018. Shares reported reflect the Stock Split. ( 5 )Options vest in 48 equal monthly installments commencing January 1, 2021. Shares reported reflect the Stock Split. ( 6 )Options vest in 35 equal monthly installments commencing January 11, 2021. Shares reported reflect the Stock Split. ( 7 )The Series 1d Preferred Stock is convertible into shares of Common Stock at a conversion ratio equal to 80% of the offering price in connection with the Issuer's initial public offering ("IPO"). All shares of Series 1d Preferred Stock will be converted into 361,147 Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. ( 8 )The Series 1a Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1a Preferred Stock will be converted into 111,951 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. ( 9 )The Series 1b Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1b Preferred Stock will be converted into 181,585 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. ( 10 )The Series 1c Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1c Preferred Stock will be converted into 1,247,904 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. ( 11 )The Series 1 Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1 Preferred Stock will be converted into 85,640 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. ( 12 )The Series 1a Preferred Warrants are convertible into warrants to purchase Common Stock in connection with the Issuer's IPO. All Series 1a Preferred Warrants will be converted into warrants exercisable at $20.50 per share, to purchase up to 27,987 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio and exercise price reflect the Stock Split. ( 13 )Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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