Sec Form 4 Filing - Dias Subaweerage @ SPRUCE BIOSCIENCES, INC. - 2021-12-16

Insider filing report for Changes in Beneficial Ownership
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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
Dias Subaweerage
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
X __ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
(Last) (First) (Middle)
2001 JUNIPERO SERRA BLVD., SUITE 640
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2021
(Street)
DALY CITY, CA94014
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
Employee Stock Option (right to buy) $ 2.48 12/16/2021 A 75,000 ( 1 ) 12/15/2031 Common Stock 75,000 $ 0 75,000 D
Restricted Stock Units ( 2 ) 12/16/2021 A 20,000 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 20,000 $ 0 20,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dias Subaweerage
2001 JUNIPERO SERRA BLVD., SUITE 640
DALY CITY, CA94014
Chief Medical Officer
Signatures
/s/ Samir Gharib, Power of Attorney 12/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )1/48th of the shares vest on a monthly basis from December 16, 2021, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan).
( 2 )Each restricted stock unit represents a contingent right to receive one share of SPRB common stock.
( 3 )10,000 of the restricted stock units shall vest 25% on June 30, 2022, 25% shall vest on December 31, 2022 and 50% shall vest on June 30, 2023, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan).
( 4 )10,000 of the restricted stock units shall vest upon the achievement of specified performance goals.

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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