SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. Issuer Name and Ticker or Trading Symbol Tarsus Pharmaceuticals, Inc. [ TARS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/14/2021
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/14/2021		S(1)		400	D	$30.37(2)	3,244,635	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 reporting person inadvertently sold 400 shares of Tarsus Pharmaceuticals, Inc.'s common stock reported herein, which was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the reporting person's purchase of 400 shares of Tarsus Pharmaceuticals, Inc.'s common stock at a price of $16 per share in connection with the initial public offering on October 20, 2020. The reporting person has agreed to pay to Tarsus Pharmaceuticals, Inc., upon settlement of the sale, $5,735.93, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

2. The price reported herein is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.25 to $30.50, inclusive. The reporting person undertakes to provide to Tarsus Pharmaceuticals, Inc., any security holder of Tarsus Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. 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, Hongbo Lu, Jack Nielsen, Mahendra Shah 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.

	/s/ Frank Kung, Managing Member of Vivo Capital IX, LLC	04/16/2021
	/s/ Frank Kung, Managing Member of Vivo Capital IX, LLC, General Partner of Vivo Capital Fund IX, L.P.	04/16/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (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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