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^*

Neervannan Seshadri

(Last)

(First)

(Middle)

C/O TARSUS PHARMACEUTICALS, INC.

15440 LAGUNA CANYON ROAD, SUITE 160

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2020

3. Issuer Name and Ticker or Trading Symbol
Tarsus Pharmaceuticals, Inc. [ TARS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

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)
Common Stock	49,864⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽²⁾	07/12/2030	Common Stock	183,741	$2.01	D
Employee Stock Option (right to buy)	⁽³⁾	09/24/2030	Common Stock	43,144	$10.99	D

Explanation of Responses:

1. The shares of the Issuer's common stock are subject to the Issuer's right of repurchase, which lapses on July 6, 2021.

2. Option granted under the Tarsus Pharmaceuticals, Inc. 2016 Stock Plan (the "Plan"). 8,537 of the option shares vest and become exercisable on July 6, 2021. 4,866 of the option shares vest and become exercisable each month beginning on August 6, 2021 until and including June 6, 2024. 4,894 of the option shares vest and become exercisable on July 6, 2024. The option provides for an early-exercise provision and is exercisable as to 49,864 unvested shares at any time beginning on July 13, 2020, as to 49,864 shares on each of January 1, 2021 and January 1, 2022, and as to 34,149 shares on January 1, 2023, subject to the Issuer's right of repurchase.

3. Option granted under the Plan. The option shares vest and become exercisable in 48 equal monthly installments beginning on October 25, 2020.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Leo Greenstein, attorney-in-fact	10/15/2020
	** 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.
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 Number.