Ralph William Charlton III - Dec 10, 2024 Form 4 Insider Report for SPRUCE BIOSCIENCES, INC. (SPRB)

Role
CHIEF MEDICAL OFFICER
Signature
/s/ Samir Gharib, Attorney-in-Fact
Stock symbol
SPRB
Transactions as of
Dec 10, 2024
Transactions value $
-$28,479
Form type
4
Date filed
12/20/2024, 08:30 PM
Previous filing
Mar 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPRB Common Stock Options Exercise $0 +106K +192.15% $0.00 162K Dec 10, 2024 Direct F1, F2
transaction SPRB Common Stock Tax liability -$20.4K -38K -23.47% $0.54 124K Dec 10, 2024 Direct F1
transaction SPRB Common Stock Options Exercise $0 +26.6K +21.48% $0.00 150K Dec 16, 2024 Direct F1, F2
transaction SPRB Common Stock Tax liability -$3.69K -9.49K -6.31% $0.39 141K Dec 16, 2024 Direct F1
transaction SPRB Common Stock Options Exercise $0 +31.8K +22.53% $0.00 173K Dec 16, 2024 Direct F2, F3
transaction SPRB Common Stock Tax liability -$4.4K -11.3K -6.56% $0.39 161K Dec 16, 2024 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 Options Exercise $0 -106K -50% $0.00 106K Dec 10, 2024 Common Stock 106K $0.00 Direct F1, F2
transaction SPRB Restricted Stock Units Options Exercise $0 -26.6K -25% $0.00 79.8K Dec 16, 2024 Common Stock 26.6K $0.00 Direct F1, F2, F4
transaction SPRB Restricted Stock Units Options Exercise $0 -31.8K -33.33% $0.00 63.5K Dec 16, 2024 Common Stock 31.8K $0.00 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 14, 2023, the Reporting Person was granted a total of 212,800 RSUs. 50% or 106,400 of the total RSUs are performance-based and since certain specified performance goals were met, they all vested on December 10, 2024. An additional 106,400 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, 2024, 26,600 shares vested and 9,491 shares were withheld for taxes, resulting in a net issuance of 17,109 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 127,000 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, 2024, 31,750 RSUs vested, with 11,329 shares being withheld for taxes, resulting in a net issuance of 20,421 shares.
F4 Represents the aggregate balance of time-based RSUs.