Sec Form 4 Filing - Frazier Life Sciences VIII, L.P. @ Arcutis Biotherapeutics, Inc. - 2021-05-10

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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
Frazier Life Sciences VIII, L.P.
2. Issuer Name and Ticker or Trading Symbol
Arcutis Biotherapeutics, Inc. [ ARQT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
601 UNION STREET, SUITE 3200
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2021
(Street)
SEATTLE, WA98101
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 05/10/2021 J( 1 ) 2,108,558 D $ 0 8,434,232 D ( 2 )
Common Stock 05/10/2021 J( 3 ) 96,574 A $ 0 96,574 I By FHM Life Sciences VIII, L.P. ( 4 )
Common Stock 05/10/2021 J( 5 ) 96,574 D $ 0 0 I By FHM Life Sciences VIII, L.P. ( 4 )
Common Stock 7 ( 6 ) I By FHM Life Sciences VIII, L.L.C. ( 7 )
Common Stock 11,266 ( 6 ) I By Topper Group II LLC. ( 8 )
Common Stock 19,381 ( 6 ) I By Topper Family Revocable Trust ( 9 )
Common Stock 23,688 ( 6 ) I By The Heron Living Trust 11/30/2004 ( 10 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frazier Life Sciences VIII, L.P.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHM LIFE SCIENCES VIII, L.L.C.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
Heron Patrick J
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X X
Topper James N
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHM LIFE SCIENCES VIII, L.P.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
Signatures
Frazier Life Sciences VIII, L.P., By: FHM Life Sciences VIII, L.P., its general partner, By: FHM Life Sciences VIII, L.L.C., its general, partner, By: /s/ Steve R. Bailey, Chief Financial Officer 05/12/2021
Signature of Reporting Person Date
FHM Life Sciences VIII, L.L.C., By: /s/ Steve R. Bailey, Chief Financial Officer 05/12/2021
Signature of Reporting Person Date
/s/ Steve R. Bailey, Attorney-in-Fact for Patrick Heron 05/12/2021
Signature of Reporting Person Date
/s/ Steve R. Bailey, Attorney-in-Fact for James Topper 05/12/2021
Signature of Reporting Person Date
FHM Life Sciences VIII, L.P., By: FHM Life Sciences VIII, L.L.C., its general, partner, By: /s/ Steve R. Bailey, Chief Financial Officer 05/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro rata in-kind stock distribution by Frazier Life Sciences VIII, L.P. ("FLS VIII") to its limited partners and general partner for no consideration.
( 2 )Represents shares held of record by FLS VIII. The general partner of FLS VIII is FHM Life Sciences VIII, L.P., and the general partner of FHM Life Sciences VIII, L.P. is FHM Life Sciences VIII, L.L.C. James Topper and Patrick Heron are the sole managing members of FHM Life Sciences VIII, L.L.C. and share voting and investment power of the securities held by FLS VIII. Dr. Topper and Dr. Heron disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 3 )Reflects shares of Common Stock received from FLS VIII in the in-kind stock distribution described herein.
( 4 )Represents shares held of record by FHM Life Sciences VIII, L.P. The general partner of FHM Life Sciences VIII, L.P. is FHM Life Sciences VIII, L.L.C. Dr. Topper and Dr. Heron are the sole managing members of FHM Life Sciences VIII, L.L.C. and share voting and investment power of the securities held by FHM Life Sciences VIII, L.P. Dr. Topper and Dr. Heron disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 5 )Represents a pro rata in-kind stock distribution by FHM Life Sciences VIII, L.P. to its limited partners for no consideration.
( 6 )Reflects shares of Common Stock received from FHM Life Sciences VIII, L.P. in the in-kind stock distribution described herein.
( 7 )Represents shares held of record by FHM Life Sciences VIII, L.L.C. Dr. Topper and Dr. Heron are the sole managing members of FHM Life Sciences VIII, L.L.C. and share voting and investment power of the securities held by FHM Life Sciences VIII, L.L.C. Dr. Topper and Dr. Heron disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 8 )Dr. Topper is a manager of Topper Group II LLC and shares voting and investment power over the shares held by Topper Group II LLC.
( 9 )Dr. Topper is a trustee of the Topper Family Revocable Trust and has voting and investment power over the shares held by Topper Family Revocable Trust.
( 10 )Dr. Heron is the co-trustee of The Heron Living Trust 11/30/2004 and has voting and investment power of the securities held by The Heron Living Trust 11/30/2004.

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