Sec Form 4 Filing - Omega Fund VI, L.P. @ SPRUCE BIOSCIENCES, INC. - 2020-10-14

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 Omega Fund VI, L.P. 2. Issuer Name and Ticker or Trading Symbol SPRUCE BIOSCIENCES, INC. [ SPRB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) 888 BOYLSTON ST., SUITE 1111 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2020 (Street) BOSTON, MA02199 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 10/14/2020 C 1,911,022 A 1,911,022 D ( 2 ) Common Stock 10/14/2020 P( 3 ) 250,000 A $ 15 2,161,022 D ( 2 )

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 Series B Preferred Stock ( 1 ) 10/14/2020 C 12,500,000 ( 1 ) ( 1 ) Common Stock 1,911,022 ( 1 ) $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Omega Fund VI, L.P. 888 BOYLSTON ST., SUITE 1111 BOSTON, MA02199 Former 10% Owner Omega Fund VI GP Manager, Ltd. 888 BOYLSTON ST., SUITE 1111 BOSTON, MA02199 X Omega Fund VI GP, L.P. 888 BOYLSTON ST., SUITE 1111 BOSTON, MA02199 X Signatures Omega Fund VI, L.P.,by Omega Fund VI GP, L.P., its general partner,by Omega Fund VI GP Manager, Ltd., its general partner/s/ Anne-Mari Paster/s/ Claudio Nessi/s/ Otello Stampecchia 10/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series B Preferred Stock automatically converted into 0.152881822351322 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering on October 14, 2020 (on an adjusted basis, after giving effect to the 1-for-6.541 reverse stock split of the common stock effected by the Issuer on October 2, 2020) The shares have no expiration date. ( 2 )The reported securities are beneficially owned by Omega Fund VI, L.P. ("Omega VI"). The reported securities may be deemed to be beneficially owned by each of Omega Fund VI GP, L.P. ("Omega VI GP"), as the general partner of Omega VI, and Omega Fund VI GP Manager, Ltd. ("Omega VI GP Manager"), as the general partner of Omega VI GP. Otello Stampacchia, Claudio Nessi and Anne-Mari Paster are all the shareholders and directors of Omega VI GP Manager and have shared voting and investment power over the shares held by Omega VI and, as a result, may each be deemed to beneficially own the reported securities. Ms. Dina Chaya Moghrabi, a Director of the Issuer, is an advisor at Omega Fund Management, LLC, an entity affiliated with Omega VI. Each of such individuals, together with Omega VI GP and Omega VI GP Manager and Ms. Moghrabi, disclaims beneficial ownership of the shares held by Omega VI. ( 3 )The shares were purchased in the Issuer's initial public offering.

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, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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