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* Omega Fund VI, L.P. (Last) (First) (Middle) 888 BOYLSTON ST., SUITE 1111 (Street) BOSTON MA 02199 (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 X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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
Series B Preferred Stock	(1)	(1)	Common Stock	1,911,022(2)	(1)	D(3)

1. Name and Address of Reporting Person* Omega Fund VI, L.P. (Last) (First) (Middle) 888 BOYLSTON ST., SUITE 1111 (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* Omega Fund VI GP Manager, Ltd. (Last) (First) (Middle) 888 BOYLSTON ST., SUITE 1111 (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* Omega Fund VI GP, L.P. (Last) (First) (Middle) 888 BOYLSTON ST., SUITE 1111 (Street) BOSTON MA 02199 (City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. The reported securities are beneficially owned by Omega Fund VI, L.P. ("Omega VI"). The reported securities may be deemed to be beneficially owned by each of Omega Fund VI GP, L.P. ("Omega VI GP"), as the general partner of Omega VI, and Omega Fund VI GP Manager, Ltd. ("Omega VI GP Manager"), as the general partner of Omega VI GP. Otello Stampacchia, Claudio Nessi and Anne-Mari Paster are all the shareholders and directors of Omega VI GP Manager and have shared voting and investment power over the shares held by Omega VI and, as a result, may each be deemed to beneficially own the reported securities. Ms. Dina Chaya Moghrabi, a Director of the Issuer, is an advisor at Omega Fund Management, LLC, an entity affiliated with Omega VI. Each of such individuals, together with Omega VI GP and Omega VI GP Manager and Ms. Moghrabi, disclaims beneficial ownership of the shares held by Omega VI.

Remarks:

	Omega Fund VI, L.P., by Omega Fund VI GP, L.P., its general partner, by Omega Fund VI GP Manager, Ltd., its general partner /s/ Anne-Mari Paster /s/ Claudio Nessi /s/ Otello Stampecchia	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).
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