SPRUCE BIOSCIENCES, INC. — Director's Dealing 2020

Oct 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPRUCE BIOSCIENCES, INC. (SPRB)
CIK: 0001683553
Period of Report: 2020-10-14

Reporting Person: Chaya Moghrabi Dina (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-14	Common Stock	C	1911022	—	Acquired	1911022	Indirect
2020-10-14	Common Stock	P	250000	$15.00	Acquired	2161022	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-14	Series B Preferred Stock	$	C	12500000	Disposed		Common Stock (1911022)	Indirect

Footnotes

F1: Each share of Series B Preferred Stock automatically converted into 0.152881822351322 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering on October 14, 2020 (on an adjusted basis, after giving effect to the 1-for-6.541 reverse stock split of the common stock effected by the Issuer on October 2, 2020) The shares have no expiration date.

F2: Consists of 1,911,022 shares beneficially owned by Omega Fund VI, L.P.

F3: The Reporting Person, a Director of the Issuer, is an advisor at Omega Fund Management, LLC, an entity affiliated with Omega Fund VI, L.P.
and disclaims beneficial ownership of the shares held by Omega Fund VI, L.P., except to the extent of her pecuniary interest therein.

F4: The shares were purchased in the Issuer's initial public offering.