X0306 4 2019-08-01 0 0001383701 Conatus Pharmaceuticals Inc. CNAT 0001324466 Mento Steven J C/O CONATUS PHARMACEUTICALS INC. 16745 WEST BERNARDO DRIVE, SUITE 200 SAN DIEGO CA 92127 1 1 0 0 President, CEO & Director Stock Option (Right to Buy) 9.45 2019-08-01 4 D 0 400000 D 2024-02-06 Common Stock 400000 0 D Stock Option (Right to Buy) 6.40 2019-08-01 4 D 0 150000 D 2025-02-22 Common Stock 150000 0 D Stock Option (Right to Buy) 6.40 2019-08-01 4 D 0 50000 D 2025-02-22 Common Stock 50000 0 D Stock Option (Right to Buy) 1.85 2019-08-01 4 D 0 20000 D 2026-02-03 Common Stock 20000 0 D Stock Option (Right to Buy) 1.85 2019-08-01 4 D 0 37500 D 2026-02-03 Common Stock 37500 0 D Stock Option (Right to Buy) 4.21 2019-08-01 4 D 0 172500 D 2027-01-25 Common Stock 172500 0 D Stock Option (Right to Buy) 5.17 2019-08-01 4 D 0 120000 D 2028-02-03 Common Stock 120000 0 D Stock Option (Right to Buy) 2.00 2019-08-01 4 D 0 350000 D 2029-02-06 Common Stock 350000 0 D Restricted Stock Units 2019-08-01 4 A 0 650000 0.00 A Common Stock 650000 650000 D Immediately exercisable. On August 1, 2019, the Issuer canceled the option granted on February 7, 2014. In exchange for the canceled option, the Reporting Person received 200,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. On August 1, 2019, the Issuer canceled the option granted on February 23, 2015. In exchange for the canceled option, the Reporting Person received 75,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. On August 1, 2019, the Issuer canceled the option granted on February 23, 2015. In exchange for the canceled option, the Reporting Person received 25,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The option was granted on February 4, 2016. 25% of the total number of shares of common stock subject to the option vested on February 4, 2017, and 1/48th of the total number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. On August 1, 2019, the Issuer canceled the option granted on February 4, 2016. In exchange for the canceled option, the Reporting Person received 10,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. On August 1, 2019, the Issuer canceled the option granted on February 4, 2016. In exchange for the canceled option, the Reporting Person received 18,750 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The option was granted on January 26, 2017. 25% of the total number of shares of common stock subject to the option vested on January 26, 2018, and 1/48th of the total number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. On August 1, 2019, the Issuer canceled the option granted on January 26, 2017. In exchange for the canceled option, the Reporting Person received 86,250 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The option was granted on February 4, 2018. 25% of the total number of shares of common stock subject to the option vested on February 2, 2019, and 1/48th of the total number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. On August 1, 2019, the Issuer canceled the option granted on February 4, 2018. In exchange for the canceled option, the Reporting Person received 60,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The option was granted on February 7, 2019. 25% of the total number of shares of common stock subject to the option will vest on February 7, 2020, and 1/48th of the total number of shares of common stock subject to the option will vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. On August 1, 2019, the Issuer canceled the option granted on February 7, 2019. In exchange for the canceled option, the Reporting Person received 175,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Represents 200,000 restricted stock units received in exchange for canceling the Reporting Person's option granted on February 7, 2014; 100,000 restricted stock units received in exchange for canceling the Reporting Person's options granted on February 23, 2015; 10,000 restricted stock units received in exchange for canceling the Reporting Person's option granted on February 4, 2016; 18,750 restricted stock units received in exchange for canceling the Reporting Person's option granted on February 4, 2016; 86,250 restricted stock units received in exchange for canceling the Reporting Person's option granted on January 26, 2017; 60,000 restricted stock units received in exchange for canceling the Reporting Person's option granted on February 4, 2018; and 175,000 restricted stock units received in exchange for canceling the Reporting Person's option granted on February 7, 2019. The restricted stock units will vest, subject to the Reporting Person's continuous service to the Issuer through the vesting date, on the first anniversary of the grant date. In addition, the restricted stock units will vest upon a Change of Control, an employee's termination without Cause, or resignation for Good Reason, as such terms are defined in the Issuer's 2013 Incentive Award Plan. Upon any other termination of service of the Reporting Person, unvested restricted stock units will be forfeited. /s/ Michelle L. Vandertie, Attorney-in-Fact for Steven J. Mento 2019-08-01