FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gharib Samir M.		 2. Issuer Name and Ticker or Trading Symbol

SPRUCE BIOSCIENCES, INC. [ SPRB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & CFO
(Last)          (First)          (Middle)

2001 JUNIPERO SERRA BOULEVARD, SUITE 640		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2022
(Street)

DALY CITY, CA 94014
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 6/30/2022  M  37500 A (1)41132 D  
Common Stock 6/30/2022  A  V 5446 (2)A$1.479 46578 D  
Common Stock 6/30/2022  F  12968 (3)D$1.74 33610 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)6/30/2022  M     37500   (4) (4)Common Stock 37500 $0.00 262500 (5)D  
Explanation of Responses:
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of SPRB common stock.
(2) Shares acquired by the Reporting Person pursuant to the Issuer's 2020 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). The Reporting Person acquired the maximum shares allowable pursuant to Section 423 of the Internal Revenue Code.
(3) Represents shares withheld by the Issuer to satisfy a tax obligation realized by the Reporting Person upon the vesting and settlement of RSUs.
(4) On December 16, 2021, the Reporting Person was granted 150,000 time-based RSUs. 25% of the RSUs vested on June 30, 2022, 25% shall vest on December 31, 2022 and 50% shall vest on June 30, 2023, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan). The Reporting Person was also granted 150,000 performance-based RSUs, which shall vest upon the achievement of specified performance goals.
(5) Represents the aggregate balances of 112,500 time-based RSUs and 150,000 performance-based RSUs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gharib Samir M.
2001 JUNIPERO SERRA BOULEVARD, SUITE 640
DALY CITY, CA 94014

President & CFO
Signatures
/s/ Samir M. Gharib7/5/2022
**Signature of Reporting PersonDate
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 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).
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 control number.
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