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: HealthCap VIII, L.P. (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-14	Common Stock	C	1783621	—	Acquired	1783621	Direct
2020-10-14	Common Stock	P	250000	$15.00	Acquired	2033621	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-14	Series B Preferred Stock	$	C	11666666	Disposed		Common Stock (1783621)	Direct

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: The shares are directly held by HealthCap VIII, L.P. ("HCLP"). HealthCap VIII GP SA ("HCSA") is the sole general partner of HCLP and has voting and investment control over such shares held by HCLP. Jonas Hansson, a Director of the Issuer, has an indirect interest in HCSA and is an employee of HealthCap VIII Advisor AB. Each of the General Partner and Mr. Hansson disclaims beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that the General Partner or Mr. Hansson is the beneficial owner of such shares.

F3: The shares were purchased in the Issuer's initial public offering.