Samir Gharib - Dec 14, 2023 Form 4 Insider Report for SPRUCE BIOSCIENCES, INC. (SPRB)

Signature
/s/ Samir M. Gharib
Stock symbol
SPRB
Transactions as of
Dec 14, 2023
Transactions value $
-$59,918
Form type
4
Date filed
12/18/2023, 08:16 PM
Previous filing
Nov 13, 2023
Next filing
Jan 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPRB Common Stock Options Exercise $0 +75K +65.01% $0.00 190K Dec 15, 2023 Direct F1, F2
transaction SPRB Common Stock Tax liability -$38.5K -23.2K -12.19% $1.66 167K Dec 15, 2023 Direct F1
transaction SPRB Common Stock Options Exercise $0 +37.3K +22.28% $0.00 204K Dec 15, 2023 Direct F2, F3
transaction SPRB Common Stock Tax liability -$21.4K -12.9K -6.3% $1.66 192K Dec 15, 2023 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SPRB Restricted Stock Units Award $0 +308K $0.00 308K Dec 14, 2023 Common Stock 308K $0.00 Direct F2, F4, F5
transaction SPRB Restricted Stock Units Options Exercise $0 -75K -50% $0.00 75K Dec 15, 2023 Common Stock 75K $0.00 Direct F1, F2, F6
transaction SPRB Restricted Stock Units Options Exercise $0 -37.3K -25% $0.00 112K Dec 15, 2023 Common Stock 37.3K $0.00 Direct F2, F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 16, 2021, the Reporting Person was granted 150,000 time-based restricted stock units ("RSUs"), all of which were fully vested as of June 30, 2023. The Reporting Person was also granted 150,000 performance-based RSUs, which vest in two equal installments 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). On November 8, 2023, the Compensation Committee of the Issuer's Board of Directors certified the achievement of certain specified performance goals, resulting in the vesting of 75,000 performance-based RSUs effective December 15, 2023. On December 15, 2023, 23,213 shares were withheld for taxes, resulting in a net issuance of 51,787 shares.
F2 Each RSU represents a contingent right to receive one share of SPRB common stock.
F3 On December 5, 2022, the Reporting Person was granted 149,000 time-based RSUs, subject to a 4-year vesting schedule, with 25% of the total number of RSUs to vest 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, 2023, 37,250 RSUs vested, with 12,882 shares being withheld for taxes, resulting in a net issuance of 24,368 shares.
F4 154,000 of the RSUs shall vest as to 25% 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).
F5 154,000 of the RSUs shall 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).
F6 Represents the aggregate balance of 75,000 performance-based RSUs.
F7 Represents the aggregate balance of 111,750 time-based RSUs.