Grey Michael G Form 3 SPRUCE BIOSCIENCES / MICHAEL G GREY ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GREY MICHAEL G

(Last) (First) (Middle)

2001 JUNIPERO SERRA BOULEVARD, SUITE 640

(Street)

DALY CITY CA 94014

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2020

3. Issuer Name and Ticker or Trading Symbol
SPRUCE BIOSCIENCES, INC. [ SPRB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	06/13/2027	Common Stock	68,796	0.85	D
Stock Option (Right to Buy)	(2)	07/22/2029	Common Stock	29,047	1.44	D
Stock Option (Right to Buy)	(3)	06/07/2030	Common Stock	94,174	1.64	D
Stock Option (Right to Buy)	(4)	06/07/2030	Common Stock	112,520	3.07	D

Explanation of Responses:

1. The shares subject to the stock option vest over a four-year period commencing May 1, 2017, with 1/4th of the shares vesting on May 1, 2018 and 1/36th of the remaining shares vesting on a monthly basis.

2. The shares subject to the stock option vest over a four-year period commencing March 1, 2019, with 1/4th of the shares vesting on March 1, 2020 and 1/36th of the remaining shares vesting on a monthly basis.

3. All of the shares subject to the stock option are early exercisable, subject to the Issuer's right of repurchase. 12,994 of the shares subject to the stock option vest over a four-year period commencing February 19, 2020, with 1/48th of the shares vesting on a monthly basis following the closing of the Issuer's initial public offering, and 81,180 shares of which vest over a four-year period commencing February 19, 2020, with 1/48th of the shares vesting on a monthly basis.

4. All of the shares subject to the stock option are early exercisable, subject to the Issuer's right of repurchase. 15,593 of the shares subject to the stock option vest over a four-year period commencing August 7, 2020, with 1/48th of the shares vesting on a monthly basis following the closing of the Issuer's initial public offering, and 96,927 shares of which vest over a four-year period commencing August 7, 2020, with 1/48th of the shares vesting on a monthly basis.

Remarks:

	/s/ Samir Gharib, Attorney-in-Fact	10/08/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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