SEC FORM 3 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*
GREY MICHAEL G

(Last) (First) (Middle)
2001 JUNIPERO SERRA BOULEVARD, SUITE 640

(Street)
DALY CITY CA 94014

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Stock Option (Right to Buy) (1) 06/13/2027 Common Stock 68,796 0.85 D
Stock Option (Right to Buy) (2) 07/22/2029 Common Stock 29,047 1.44 D
Stock Option (Right to Buy) (3) 06/07/2030 Common Stock 94,174 1.64 D
Stock Option (Right to Buy) (4) 06/07/2030 Common Stock 112,520 3.07 D
Explanation of Responses:
1. The shares subject to the stock option vest over a four-year period commencing May 1, 2017, with 1/4th of the shares vesting on May 1, 2018 and 1/36th of the remaining shares vesting on a monthly basis.
2. The shares subject to the stock option vest over a four-year period commencing March 1, 2019, with 1/4th of the shares vesting on March 1, 2020 and 1/36th of the remaining shares vesting on a monthly basis.
3. All of the shares subject to the stock option are early exercisable, subject to the Issuer's right of repurchase. 12,994 of the shares subject to the stock option vest over a four-year period commencing February 19, 2020, with 1/48th of the shares vesting on a monthly basis following the closing of the Issuer's initial public offering, and 81,180 shares of which vest over a four-year period commencing February 19, 2020, with 1/48th of the shares vesting on a monthly basis.
4. All of the shares subject to the stock option are early exercisable, subject to the Issuer's right of repurchase. 15,593 of the shares subject to the stock option vest over a four-year period commencing August 7, 2020, with 1/48th of the shares vesting on a monthly basis following the closing of the Issuer's initial public offering, and 96,927 shares of which vest over a four-year period commencing August 7, 2020, with 1/48th of the shares vesting on a monthly basis.
Remarks:
/s/ Samir Gharib, Attorney-in-Fact 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Richard
King and Samir Gharib, or any of them signing singly, and with full power of
substitution, the undersigneds
true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigneds capacity
as an officer,
director and/or more than 10% stockholder of Spruce Biosciences, Inc. (the
Company),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934
and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary
or desirable to complete and execute any such Form 3, 4, or 5, complete and
execute any
amendment or amendments thereto, and timely file such form with the SEC and any
stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally
required by, the undersigned, it being understood that the documents executed by
such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve
in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper
to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-facts substitute or
substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigneds responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required
to file Forms 3, 4, and 5 with respect to the undersigneds holdings of and
transactions in securities issued by
the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of
September 25, 2020.

/s/ Michael Grey