SEC FORM 4

SEC FORM 4 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Whitfield Dianne C.

(Last)

(First)

(Middle)

C/O TARSUS PHARMACEUTICALS, INC.

15440 LAGUNA CANYON ROAD, SUITE 160

(Street)

IRVINE

92618

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2025

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2025		M		18,885	A	⁽¹⁾	53,066	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	03/15/2025		M			4,462	⁽³⁾	⁽³⁾	Common Stock	4,462	$0	4,463	D
Restricted Stock Units	⁽²⁾	03/15/2025		M			7,248	⁽⁴⁾	⁽⁴⁾	Common Stock	7,248	$0	14,497	D
Restricted Stock Units	⁽²⁾	03/15/2025		M			7,175	⁽⁵⁾	⁽⁵⁾	Common Stock	7,175	$0	21,527	D

Explanation of Responses:

1. The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs").

2. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

3. RSUs granted on March 9, 2022, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs will vest on March 15th of each of 2023, 2024, 2025 and 2026, subject to the Reporting Person's continuous service.

4. RSUs granted on March 8, 2023, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs will vest on March 15th of each of 2024, 2025, 2026 and 2027, subject to the Reporting Person's continuous service.

5. RSUs granted on March 7, 2024, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs will vest on March 15th of each of 2025, 2026, 2027 and 2028, subject to the Reporting Person's continuous service.

Remarks:

	/s/ Jeffrey Farrow, Attorney-in-Fact	03/18/2025
	** 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 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 Number.

Chief Human Resources Officer Whitfield Dianne C. converted options into 18,885 shares, increasing direct ownership by 55% to 53,066 units (SEC Form 4)