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* Heron Patrick J (Last) (First) (Middle) C/O ARCUTIS BIOTHERAPEUTICS, INC. 2945 TOWNSGATE ROAD, SUITE 110 (Street) WESTLAKE VILLAGE CA 91361 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/30/2020	3. Issuer Name and Ticker or Trading Symbol Arcutis Biotherapeutics, Inc. [ ARQT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	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	509,032	I	By Frazier Life Sciences VIII, L.P.(1)

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
Series A Preferred Stock	(2)	(2)	Common Stock	6,360,272	$0.00	I	By Frazier Life Sciences VIII, L.P.(1)
Series B Preferred Stock	(2)	(2)	Common Stock	2,099,019	$0.00	I	By Frazier Life Sciences VIII, L.P.(1)
Series C Preferred Stock	(2)	(2)	Common Stock	1,074,467	$0.00	I	By Frazier Life Sciences VIII, L.P.(1)

Explanation of Responses:

1. These securities are held of record by Frazier Life Sciences VIII, LP ("FLS-VIII"). FHM Life Sciences VIII, L.P. ("FHM-VIII L.P.") serves as the sole general partner of FLS-VIII and owns no shares directly. FHM Life Sciences VIII, L.L.C. ("FHM-VIII LLC") serves as the sole general partner of FHM-VIII L.P. and owns no shares directly. The Reporting Person and James Topper are members of FHM-VIII LLC and share voting and dispositive power over the shares held by FLS-VIII; however, they disclaim beneficial ownership of the shares held by FLS-VIII except to the extent of their pecuniary interests therein.

2. Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock will automatically convert into 1 share of the Issuer's Common Stock immediately upon the closing of the Issuer's initial public offering and has no expiration date.

Remarks:

	/s/ Patrick J. Heron, by John W. Smither, as Attorney-in-Fact	01/30/2020
	** 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).
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