Sec Form 3 Filing - Neervannan Seshadri @ Tarsus Pharmaceuticals, Inc. - 2020-10-15

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Neervannan Seshadri 2. Issuer Name and Ticker or Trading Symbol Tarsus Pharmaceuticals, Inc. [ TARS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O TARSUS PHARMACEUTICALS, INC., 15440 LAGUNA CANYON ROAD, SUITE 160 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2020 (Street) IRVINE, CA92618 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 49,864 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 2.01 ( 2 ) 07/12/2030 Common Stock 183,741 D Employee Stock Option (right to buy) $ 10.99 ( 3 ) 09/24/2030 Common Stock 43,144 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Neervannan Seshadri C/O TARSUS PHARMACEUTICALS, INC. 15440 LAGUNA CANYON ROAD, SUITE 160 IRVINE, CA92618 Chief Operating Officer Signatures /s/ Leo Greenstein, attorney-in-fact 10/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of the Issuer's common stock are subject to the Issuer's right of repurchase, which lapses on July 6, 2021. ( 2 )Option granted under the Tarsus Pharmaceuticals, Inc. 2016 Stock Plan (the "Plan"). 8,537 of the option shares vest and become exercisable on July 6, 2021. 4,866 of the option shares vest and become exercisable each month beginning on August 6, 2021 until and including June 6, 2024. 4,894 of the option shares vest and become exercisable on July 6, 2024. The option provides for an early-exercise provision and is exercisable as to 49,864 unvested shares at any time beginning on July 13, 2020, as to 49,864 shares on each of January 1, 2021 and January 1, 2022, and as to 34,149 shares on January 1, 2023, subject to the Issuer's right of repurchase. ( 3 )Option 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

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).

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