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Filing Details

Accession Number:: 0000899243-20-028479
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-10-16 12:34:13
Reporting Period:: 2020-10-14

Accepted Time:: 2020-10-16 12:34:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1683553	Spruce Biosciences Inc.	SPRB	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1601559	Rivervest Venture Fund Iii, L.p.	101 S. Hanley Road Suite 1850 St. Louis MO 63105	No	No	Yes	No
1636686	Rivervest Venture Fund Iii (Ohio), L.p.	101 S. Hanley Road Suite 1850 St. Louis MO 63105	No	No	Yes	No
1725443	Rivervest Venture Fund Iv, L.p.	101 S. Hanley Road Suite 1850 St. Louis MO 63105	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-10-14	1,070,172	$0.00	1,070,172	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2020-10-14	828,109	$0.00	1,898,281	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2020-10-14	250,000	$15.00	2,148,281	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2020-10-14	7,000,000	$0.00	1,070,172	$0.00
Common Stock	Series B Preferred Stock	Disposition	2020-10-14	5,416,666	$0.00	828,109	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

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.
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").
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.
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.
Consists of (i) shares held of record by RiverVest III, (ii) RiverVest (Ohio) III, and (iii) RiverVest Venture Fund IV, L.P. ("RiverVest IV").
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.
RiverVest IV purchased the shares in the Issuer's initial public offering.
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.