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* Gharib Samir M. (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	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)	06/07/2030	Common Stock	118,483	1.64	D
Stock Option (Right to Buy)	(2)	08/06/2030	Common Stock	71,548	3.07	D

Explanation of Responses:

1. The shares subject to the stock option are early exercisable, subject to the Issuer's right of repurchase, and vest over a four-year period commencing May 1, 2020, with 1/4th of the shares vesting on May 1, 2021 and 1/36th of the remaining shares vesting on a monthly basis.

2. The shares subject to the stock option are early exercisable, subject to the Issuer's right of repurchase, and 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	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).
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