12/12/2025 | Press release | Distributed by Public on 12/12/2025 18:03
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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 | ||||||||
| Restricted Stock Units | $ 0 (2) | 12/10/2025 | M | 1,196 | (1) | (1) | Common Stock | 1,196 | $ 0 | 3,588 | D | ||||
| Restricted Stock Units | $ 0 (2) | 12/11/2025 | A | 19,800 | (3) | (3) | Common Stock | 19,800 | $ 0 | 19,800 | D | ||||
| Restricted Stock Units | $ 0 (2) | 12/11/2025 | M | 4,950 | (3) | (3) | Common Stock | 4,950 | $ 0 | 14,850 | 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 | 12/12/2025 | |
| **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 March 14, 2024, the Reporting Person was granted a total of 4,784 RSU's. Subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan) as of each such vesting date, 25% of the total number of RSUs vested on December 10, 2025, the first anniversary of the achievement of a specified clinical development objective. 25% of the total number of RSUs will vest on each of the second, third and fourth anniversaries of such achievement. On December 10, 2025, 1,196 shares vested and 428 shares were withheld for taxes, resulting in a net issuance of 768 shares. |
| (2) | Each RSU represents a contingent right to receive one share of SPRB common stock. |
| (3) | 25% of the total number of RSUs vested on grant. 25% of the total number of RSUs will vest on December 15, 2026, December 15, 2027 and December 15, 2028, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan) as of each such vesting date. On December 11, 2025, 4,950 shares vested and 2,194 shares were withheld for taxes, resulting in a net issuance of 2,756 shares. |