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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RiverVest Venture Fund III, L.P.

(Last)

(First)

(Middle)

101 S. HANLEY ROAD SUITE 1850

(Street)

ST. LOUIS

63105

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/14/2020		C		1,070,172	A	⁽¹⁾	1,070,172	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/14/2020		C		828,109	A	⁽¹⁾	1,898,281	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	10/14/2020		P⁽⁷⁾		250,000⁽⁷⁾	A	$15	2,148,281	I	See footnote⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	10/14/2020		C			7,000,000	⁽¹⁾	⁽¹⁾	Common Stock	1,070,172	$0.00	0	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	10/14/2020		C			5,416,666	⁽¹⁾	⁽¹⁾	Common Stock	828,109	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

RiverVest Venture Fund III, L.P.

(Last)

(First)

(Middle)

101 S. HANLEY ROAD SUITE 1850

(Street)

ST. LOUIS

63105

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RiverVest Venture Fund III (Ohio), L.P.

(Last)

(First)

(Middle)

101 S. HANLEY ROAD SUITE 1850

(Street)

ST. LOUIS

63105

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RiverVest Venture Fund IV, L.P.

(Last)

(First)

(Middle)

101 S. HANLEY ROAD SUITE 1850

(Street)

ST. LOUIS

63105

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock and 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.

2. Consists of (i) shares held of record by RiverVest Venture Fund III, L.P. ("RiverVest III"), and (ii) RiverVest Venture Fund III (Ohio), L.P. ("RiverVest (Ohio) III").

3. The shares held by RiverVest III are indirectly held by RiverVest Venture Partners III, L.P. ("RiverVest Partners III"), which is the general partner of RiverVest III. The shares held by RiverVest (Ohio) III are indirectly held by RiverVest Venture Partners III (Ohio), LLC ("RiverVest Partners (Ohio) III"), which is the general partner of RiverVest (Ohio) III. RiverVest Partners III is the sole member of RiverVest Partners (Ohio) III. RiverVest Venture Partners III, LLC is the general partner of RiverVest Partners III.

4. The individual managers of RiverVest Ventures Partners III, LLC are Thomas C. Melzer, Jay Schmelter and John P. McKearn, Ph.D. RiverVest Partners III, RiverVest Partners (Ohio) III, RiverVest Venture Partners III, LLC and each of the individual managers share voting and dispositive power with regard to the Issuer's securities directly held by RiverVest Venture Fund III, L.P. and RiverVest Venture Fund III (Ohio), L.P.

5. Consists of (i) shares held of record by RiverVest III, (ii) RiverVest (Ohio) III, and (iii) RiverVest Venture Fund IV, L.P. ("RiverVest IV").

6. The shares held by RiverVest IV are indirectly held by RiverVest Venture Partners IV, L.P., its general partner ("RiverVest Partners IV"). RiverVest Venture Partners IV, LLC is the general partner of RiverVest Partners IV. The individual managers of RiverVest Ventures Partners IV, LLC are Jay Schmelter, John P. McKearn, Ph.D. and Niall O'Donnell, a member of the Issuer's board of directors. RiverVest Partners IV, RiverVest Venture Partners IV, LLC and each of the individual managers share voting and dispositive power with regard to the Company's securities directly held by RiverVest IV.

7. RiverVest IV purchased the shares in the Issuer's initial public offering.

8. The 2,148,281 shares consists of (i) 1,379,177 shares held of record by RiverVest III, (ii) 73,199 shares held of record by RiverVest (Ohio) III, and (iii) 445,905 shares held of record by RiverVest IV.

Remarks:

	/s/ Jay Schmelter, Manager of RiverVest Venture Partners III, LLC	10/16/2020
	/s/ Jay Schmelter, Manager of RiverVest Venture Partners IV, LLC	10/16/2020
	** Signature of Reporting Person	Date
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