Sec Form 4 Filing - Frazier Life Sciences IX, L.P. @ Tarsus Pharmaceuticals, Inc. - 2020-10-20

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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 IX, L.P.
2. Issuer Name and Ticker or Trading Symbol
Tarsus Pharmaceuticals, Inc. [ TARS]
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)
10/20/2020
(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 10/20/2020 C 1,390,376 A 1,390,376 D ( 2 )
Common Stock 10/20/2020 C 214,281 A 1,604,657 D ( 2 )
Common Stock 10/20/2020 P 312,500 A $ 16 1,917,157 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 ) 10/20/2020 C 1,390,376 ( 1 ) ( 1 ) Common Stock 1,390,376 ( 1 ) 0 D ( 2 )
Series C Preferred Stock ( 1 ) 10/20/2020 C 214,281 ( 1 ) ( 1 ) Common Stock 214,281 ( 1 ) 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frazier Life Sciences IX, L.P.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHMLS IX, L.P.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHMLS IX, L.L.C.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
Topper James N
601 UNION STREET, SUITE 3200
SEATTLE, WA92101
X
Heron Patrick J
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
Signatures
/s/ James N. Topper, as Managing Director of FHMLS IX, L.L.C., the general partner of FHMLS IX, L.P., the general partner of Frazier Life Sciences IX, L.P. 10/20/2020
Signature of Reporting Person Date
/s/ James N. Topper, as Managing Director of FHMLS IX, L.L.C., the general partner of FHMLS IX, L.P. 10/20/2020
Signature of Reporting Person Date
/s/ James N. Topper, as Managing Director of FHMLS IX, L.L.C. 10/20/2020
Signature of Reporting Person Date
/s/ James N. Topper 10/20/2020
Signature of Reporting Person Date
/s/ Patrick J. Heron 10/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the closing of the Issuer's initial public offering, each share of Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock had no expiration date.
( 2 )The shares are held directly by Frazier Life Sciences IX, L.P. ("FLS LP"). The general partner of FLS LP is FHMLS IX, L.P., and the general partner of FHMLS IX, L.P. is FHMLS IX, LLC. James Topper and Patrick Heron are the sole managing members of FHMLS IX, LLC, and share voting and dispositive power over the shares held by FLS LP. Each of Dr. Topper, Mr. Heron, FHMLS IX, L.P. and FHMLS IX, LLC disclaim beneficial ownership of the shares held by FLS LP, except to the extent of their pecuniary interest therein.

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