SPRUCE BIOSCIENCES, INC. — Director's Dealing 2020

Oct 9, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SPRUCE BIOSCIENCES, INC. (SPRB)
CIK: 0001683553
Period of Report: 2020-10-08

Reporting Person: Muralidhar Bali (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (1592518)		Indirect

Footnotes

F1: The shares of Series B Preferred Stock ("Series B Preferred") have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series B Preferred will automatically convert into 0.152881822351322 shares of Common Stock upon the closing of the Issuer's initial public offering.

F2: Share numbers give effect to the reverse split of each share of the Issuer's Common Stock into 0.152881822351322 shares of Common Stock effected on October 2, 2020, which will be effective for the Preferred Stock upon its conversion to Common Stock upon the closing of the Issuer's initial public offering.

F3: Consists of 1,592,518 shares of the Issuer's common stock issuable upon conversion of the Series B Preferred held by Abingworth Bioventures VII LP ("Abingworth VII"). Abingworth Bioventures VII GP LP ("Abingworth GP") serves as the general partner of Abingworth VII. Abingworth General Partner VII LLP ("Abingworth GP VII"), serves as the general partners of Abingworth GP. Abingworth VII (acting by its general partner Abingworth GP, acting by its general partner Abingworth GP VII) has delegated to Abingworth LLP ("ALLP"), all investment and dispositive power over the securities held by Abingworth VII. ALLP holds the reported securities indirectly through Abingworth VII. The Reporting Person is a Partner of ALLP.

F4: The Reporting Person, a Director of the Issuer, is a member of an investment committee of Abingworth VII which approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the securities held by Abingworth VII. Each of Abingworth VII, Abingworth GP, Abingworth GP VII, and each member of the investment committee disclaims beneficial ownership of the shares of Series B Preferred held by Abingworth VII.