12/17/2025 | Press release | Distributed by Public on 12/17/2025 15:57
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $104.13 | 12/11/2025 | A | 1,666 | (4) | 01/02/2032 | Common Stock | 1,666 | (5)(6) | 1,666 | D | ||||
| Employee Stock Option (right to buy) | $344.25 | 12/11/2025 | D | 1,666 | (4) | 01/02/2032 | Common Stock | 1,666 | (5)(6) | 0 | D | ||||
| Restricted Stock Units | $ 0 (2) | 12/15/2025 | M | 1,480 | (1) | (1) | Common Stock | 1,480 | $ 0 | 1,480 | D | ||||
| Restricted Stock Units | $ 0 (2) | 12/15/2025 | M | 1,196 | (3) | (3) | Common Stock | 1,196 | $ 0 | 2,392 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Szwarcberg Javier B. C/O SPRUCE BIOSCIENCES, INC. 611 GATEWAY BOULEVARD, SUITE 740 SOUTH SAN FRANCISCO, CA 94080 |
X | CHIEF EXECUTIVE OFFICER | ||
| /s/ Samir Gharib, Attorney-in-Fact | 12/17/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | On December 5, 2022, the Reporting Person was granted 5,920 time-based restricted stock units ("RSUs"), subject to a 4-year vesting schedule, with 25% of the total number of RSUs vested on December 15, 2023 (the "Annual Vesting Date") and 25% of the total number of RSUs to vest in annual installments on each anniversary of the Annual Vesting Date thereafter, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan). On December 15, 2025, 1,480 RSUs vested, with 752 shares withheld for taxes, resulting in a net issuance of 728 shares. |
| (2) | Each RSU represents a contingent right to receive one share of common stock of the Issuer. |
| (3) | On December 14, 2023, the Reporting Person was granted a total of 9,658 RSUs. 50% or 4,784 of the total RSUs are performance-based and all vested on December 10, 2024. An addition of 50% or 4,784 of the total RSUs are time-based. 25% of which vested on December 15, 2024, and in equal annual installments thereafter, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan). On December 15, 2025, 1,196 shares vested and 608 shares were withheld for taxes, resulting in a net issuance of 588 shares. |
| (4) | The shares vest upon the achievement of specified performance goals, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan). 50% or 1,666 shares of the total shares vested on November 26, 2023. 50% or 1,666 shares of the total shares did not vest as the relevant performance goal was not achieved. |
| (5) | The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on December 11, 2025 (the "Repricing Date"). The Option Repricing applies to options with exercise prices of $106.09 per share or greater held by employees and directors of the Issuer who remained in continuous service with the Company as of the Repricing Date. |
| (6) | Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $104.13 per share, the thirty (30)-day trailing volume-weighted average price of the Common Stock on the Nasdaq Capital Market on the Repricing Date. However, if an optionholder exercises a repriced option before the end of a retention period of one year (which period may be shorter in certain circumstances), such optionholder will be required to pay the original exercise price per share of such repriced option. No other changes were made to the repriced options in connection with the Option Repricing, including with respect to the vesting schedules, expiration dates or number of shares underlying such repriced options. |