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* Mottiwala Aziz (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 Commercial 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	53,853(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)	09/13/2028	Common Stock	3,365	$0.45	D
Employee Stock Option (right to buy)	(3)	09/24/2030	Common Stock	19,339	$10.99	D
Employee Stock Option (right to buy)	(4)	09/24/2030	Common Stock	50,935	$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) 26,197 shares on August 17, 2021, (ii) 2,183 shares monthly for 12 months beginning on September 17, 2021, and (iii) 1,460 shares on September 17, 2022.

2. Option granted under the Tarsus Pharmaceuticals, Inc. 2016 Stock Plan (the "Plan"). 25% of the option shares vested and became exercisable on July 27, 2019 and the remaining option shares vest and become exercisable in 36 equal monthly installments thereafter.

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

4. Option granted under the Plan. The option shares vest and become exercisable as follows: (i) 724 shares vest and become exercisable on September 17, 2022; (ii) 2,183 shares vest and become exercisable monthly for the following 22 months after September 17, 2022; and (iii) 2,185 shares vest and become exercisable on August 17, 2024.

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).
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