Sec Form 3 Filing - Brown Jason Parker @ Karuna Therapeutics, Inc. - 2023-09-29

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 Brown Jason Parker 2. Issuer Name and Ticker or Trading Symbol Karuna Therapeutics, Inc. [ KRTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O KARUNA THERAPEUTICS, INC., 99 HIGH STREET, 26TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2023 (Street) BOSTON, MA02110 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 16,949 ( 1 ) 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 Option (right to buy) $ 99.72 ( 2 ) 02/13/2030 Common Stock 3,281 ( 3 ) D Option (right to buy) $ 131.64 ( 4 ) 02/22/2031 Common Stock 6,562 ( 5 ) D Option (right to buy) $ 111.97 ( 6 ) 02/16/2032 Common Stock 10,312 ( 7 ) D Option (right to buy) $ 191.79 ( 8 ) 02/12/2033 Common Stock 7,100 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brown Jason Parker C/O KARUNA THERAPEUTICS, INC. 99 HIGH STREET, 26TH FLOOR BOSTON, MA02110 Chief Financial Officer Signatures /s/ Mia Kelley, Attorney-in-Fact 10/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Comprised of 13,399 shares of common stock and 3,550 restricted stock units ("RSUs"), each RSU representing a contingent right to receive one share of the Issuer's common stock. The RSUs shall vest annually in four 25% installments commencing on February 13, 2024, subject to continued service through such dates. ( 2 )This option vests as to 25% of the shares on the first anniversary of the vesting commencement date of February 14, 2020, with additional vesting as to 6.25% of the shares underlying the option award on each three month anniversary thereafter. ( 3 )The option grant was originally for options to purchase 17,500 shares of the Issuer's common stock, of which 14,219 have already been exercised. ( 4 )This option vests as to 25% of the shares on the first anniversary of the vesting commencement date of February 23, 2021, with additional vesting as to 6.25% of the shares underlying the option award on each three month anniversary thereafter. ( 5 )The option grant was originally for options to purchase 15,000 shares of the Issuer's common stock, of which 8,438 have already been exercised. ( 6 )This option vests as to 25% of the shares on the first anniversary of the vesting commencement date of February 16, 2022, with additional vesting as to 6.25% of the shares underlying the option award on each three month anniversary thereafter. ( 7 )The option grant was originally for options to purchase 15,000 shares of the Issuer's common stock, of which 4,688 have already been exercised. ( 8 )This option vests as to 25% of the shares on the first anniversary of the vesting commencement date of February 13, 2023, with additional vesting as to 6.25% of the shares underlying the option award on each three month anniversary thereafter.

Remarks: Exhibit 24 - Power of Attorney

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