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* Greenstein Leonard M. (Last) (First) (Middle) C/O TARSUS PHARMACEUTICALS, INC. 15440 LAGUNA CANYON ROAD, SUITE 160 (Street) IRVINE CA 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 Financial 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	67,316(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	05/13/2030	Common Stock	72,846	$2.01	D
Employee Stock Option (right to buy)	(3)	09/24/2030	Common Stock	25,868	$10.99	D

Explanation of Responses:

1. The shares of common stock are subject to repurchase by the Issuer if the Reporting Person ceases to provide services to the Issuer prior to the vesting of the shares. The Issuer's right of repurchase lapses with respect to (i) 35,040 shares on April 21, 2021, (ii) 2,920 shares each month beginning on May 20, 2021 until and including March 20, 2022, and (iii) 156 shares on April 20, 2022.

2. Option granted under the Tarsus Pharmaceuticals, Inc. 2016 Stock Plan (the "Plan"). 2,765 of the option shares vest and become exercisable on April 20, 2022; 2,920 of the option shares vest and become exercisable monthly beginning on May 20, 2022 until and including March 20, 2024; and 2,921 option shares vest and become exercisable on April 20, 2024. The option provides for an early-exercise provision and is exercisable as to 49,864 unvested shares at any time beginning on May 14, 2020, and as to 22,982 shares beginning on January 1, 2021, each subject to the Issuer's right of repurchase.

3. Options 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/ Leonard M. Greenstein	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).
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