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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Vivo Capital IX, LLC (Last) (First) (Middle) C/O VIVO CAPITAL LLC 192 LYTTON AVENUE (Street) PALO ALTO CA 94301 (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 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) Form filed by One Reporting Person X 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)

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 B Preferred Stock	(1)	(1)	Common Stock	2,780,754	(1)	D(2)
Series C Preferred Stock	(3)	(3)	Common Stock	214,281	(3)	D(2)

1. Name and Address of Reporting Person* Vivo Capital IX, LLC (Last) (First) (Middle) C/O VIVO CAPITAL LLC 192 LYTTON AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* Vivo Capital Fund IX, L.P. (Last) (First) (Middle) C/O VIVO CAPITAL LLC 192 LYTTON AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)

Explanation of Responses:

1. The Series B Preferred Stock shall automatically convert into shares of Common Stock, on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.

2. The shares are held directly by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P. As the managing members of Vivo Capital IX, LLC, Frank Kung, Edgar Engleman, Shan Fu, Jack Nielsen and Michael Chang share voting and dispositive power over the shares held by Vivo Capital Fund IX, L.P., but each disclaims beneficial ownership of such shares except to the extent of their individual pecuniary interest therein.

3. The Series C Preferred Stock shall automatically convert into shares of Common Stock, on a one-for-one basis, immediately prior to the completion of the Issuer's initial public offering. The Series C Preferred Stock has no expiration date.

Remarks:

	/s/ Frank Kung, as a managing member of Vivo Capital IX, LLC	10/15/2020
	/s/ Frank Kung, as a managing member of Vivo Capital IX, LLC, the general partner of Vivo Capital Fund IX, L.P.	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.