Sec Form 3 Filing - Rothman Joel @ Equillium, Inc. - 2021-01-26

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 Rothman Joel 2. Issuer Name and Ticker or Trading Symbol Equillium, Inc. [ EQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Development Officer (Last) (First) (Middle) 2223 AVENIDA DE LA PLAYA, SUITE 105 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2021 (Street) LA JOLLA, CA92037 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 15,249 D

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) $ 2.45 ( 1 ) 09/30/2028 Common Stock 95,182 D stock option (right to buy) $ 2.45 ( 2 ) 02/12/2029 Common Stock 50,000 D stock option (right to buy) $ 2.45 ( 3 ) 12/09/2029 Common Stock 90,000 D stock option (right to buy) $ 5.03 ( 4 ) 01/03/2031 Common Stock 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rothman Joel 2223 AVENIDA DE LA PLAYA, SUITE 105 LA JOLLA, CA92037 Chief Development Officer Signatures /s/ Jason A. Keyes, Attorney-in-Fact 01/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Twenty-five percent of the shares subject to the option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years.An option was originally granted to the holder on October 1, 2018, which was canceled on April 22, 2020 and exchanged with a new option, in connection with an option repricing approved by the Board of Directors of the Company. ( 2 )Twenty-five percent of the shares subject to the option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years.An option was originally granted to the holder on February 13, 2019, which was canceled on April 22, 2020 and exchanged with a new option, in connection with an option repricing approved by the Board of Directors of the Company. ( 3 )Twenty-five percent of the shares subject to the option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years.An option was originally granted to the holder on December 10, 2019, which was canceled on April 22, 2020 and exchanged with a new option, in connection with an option repricing approved by the Board of Directors of the Company. ( 4 )Twenty-five percent of the shares subject to the option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years.This option was granted on January 4, 2021.

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).

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