Sec Form 4 Filing - CONTE LISA A @ Jaguar Health, Inc. - 2019-07-23

FORM 4 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 CONTE LISA A 2. Issuer Name and Ticker or Trading Symbol Jaguar Health, Inc. [ JAGX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O JAGUAR HEALTH, INC., 201 MISSION STREET, SUITE 2375 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2019 (Street) SAN FRANCISCO, CA94105 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 Bridge Warrant to Purchase Common Stock $ 2 06/07/2019 P 37,500 07/23/2019 06/07/2024( 1 ) Common Stock 37,500 ( 2 ) 37,500 D Stock Option (right to buy) ( 3 ) $ 1.73 07/24/2019( 4 ) A 1,042,052 ( 5 ) 07/24/2022 Common Stock 1,042,052 $ 0 1,042,052 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONTE LISA A C/O JAGUAR HEALTH, INC. 201 MISSION STREET, SUITE 2375 SAN FRANCISCO, CA94105 X CEO and President Signatures /s/ Lisa A. Conte 07/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The bridge warrant was issued pursuant to a purchase agreement dated June 7, 2019, but the exercise price was not determinable until the closing of the issuer's underwritten public offering on July 23, 2019. The bridge warrant is exercisable upon the consummation of such underwritten public offering for a period of five years from the date of issuance, unless earlier terminated upon occurrence of certain events as set forth in the terms of the warrant. The exercise price for the bridge warrant is $2.00, calculated as the per share price at which the issuer issued securities in the underwritten public offering. ( 2 )The reporting person purchased a 12% promissory notes and received a bridge warrant in connection therewith, which was exercisable for a number of shares of voting common stock equal to 75% of the principal amount of the promissory note divided by the exercise price of $2.00. ( 3 )Granted pursuant to the issuer's 2014 Equity Incentive Plan. ( 4 )The option grant was approved by the issuer's board of directors on July 19, 2019, subject to James J. Bochnowski, the chairman of the board of directors, and Karen S. Wright, the Chief Financial Officer of the issuer, determining the exact number of option shares to be granted per option based on the issuer's fully diluted shares outstanding following the issuer's underwritten public offering described in note 1 above. Mr. Bochnowski and Ms. Wright certified the exact number of option shares to be granted on 7/24/19, such that the effective date of the option grant was 7/24/19. ( 5 )Vests in equal monthly installments beginning on July 24, 2019, with five months of options, or 144,729 options, vested as of the grant date based on the reporting person's number of years of employment with the issuer, such that the grant is vested in full on the 3-year anniversary of the grant date.

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