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CUSIP No. 85209E109
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SCHEDULE 13G/A
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Page 4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Rock Springs Capital Master Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,525,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,525,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,525,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.50%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 85209E109
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SCHEDULE 13G/A
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Page 5
of 9 Pages
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| Item 1. | | (a) Name of Issuer |
Spruce Biosciences, Inc. (the “Issuer”)
| | (b) Address of Issuer’s Principal
Executive Offices |
2001 Junipero Serra Boulevard, Suite 640
Daly
City, California 94014
| Item 2. | | (a) Name of Person Filing |
This
Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i.
Rock Springs Capital Management LP (“RSCM”);
ii.
Rock Springs Capital LLC (“RSC”); and
iii.
Rock Springs Capital Master Fund LP (“Master Fund”).
This Statement
relates to Shares (as defined herein) held directly by each of the Master Fund, which is a Cayman Islands exempted limited
partnership, and Four Pines Master Fund LP (“Four Pines”), which is a Cayman Islands exempted limited
partnership, and indirectly held by RSCM, a Delaware limited partnership, and RSC, a Delaware limited liability company. RSCM
serves as the investment manager to each of the Master Fund and Four Pines. RSC is the general partner of RSCM.
| | (b) Address
of Principal Business Office, or, if none, Residence |
Rock
Springs Capital Management LP and Rock Springs Capital LLC
650
South Exeter St., Suite 1070
Baltimore, MD 21202
Rock
Springs Capital Master Fund LP
c/o Walkers Corporate Limited
190
Elgin Avenue
George Town, Grand Cayman, KY1-9008, Cayman Islands
Rock
Springs Capital Management LP - Delaware
Rock
Springs Capital LLC - Delaware
Rock
Springs Capital Master Fund LP - Cayman Islands
| | | (d) Title of Class of Securities |
Common
Stock, par value $0.0001 per share (the “Shares”)
85209E109
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CUSIP No. 85209E109
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SCHEDULE 13G/A
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Page 6
of 9 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable. |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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CUSIP
No. 85209E109
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SCHEDULE 13G/A
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Page
7 of 9 Pages
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Item
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
As of the
date of this filing, each of RSCM and RSC may be deemed to be the indirect beneficial owners of 1,622,689 Shares, which
amount includes 1,525,000 Shares directly beneficially owned by the Master Fund, and 97,689 Shares directly beneficially
owned by Four Pines. The percent of class is determined by dividing the number of Shares beneficially owned by the Reporting
Persons by 23,560,250, as set forth in the Issuer’s quarterly report on Form 10-Q filed on November 10, 2022.
(a) Amount
beneficially owned:
Rock Springs Capital
Management LP: 1,622,689
Rock
Springs Capital LLC: 1,622,689
Rock Springs Capital Master
Fund LP: 1,525,000
(b) Percent
of class:
Rock Springs Capital
Management LP: 6.89%
Rock
Springs Capital LLC: 6.89%
Rock Springs
Capital Master Fund LP: 6.50%
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote:
Rock Springs Capital
Management LP: 0
Rock
Springs Capital LLC: 0
Rock Springs Capital Master
Fund LP: 0
(ii)
Shared power to vote or to direct the vote:
Rock Springs Capital
Management LP: 1,622,689
Rock
Springs Capital LLC: 1,622,689
Rock Springs Capital Master
Fund LP: 1,525,000
(iii)
Sole power to dispose or to direct the disposition of:
Rock Springs Capital
Management LP: 0
Rock
Springs Capital LLC: 0
Rock Springs Capital Master
Fund LP: 0
(iv)
Shared power to dispose or to direct the disposition of:
Rock Springs Capital
Management LP: 1,622,689
Rock
Springs Capital LLC: 1,622,689
Rock Springs Capital Master
Fund LP: 1,525,000
Item
5. Ownership of Five Percent or Less of a Class
Not Applicable.
See disclosure in Items 2 and 4 hereof. Certain funds listed in Item 2(a) are known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be
deemed to be beneficially owned by the Reporting Persons.
Please see response to Item 2.
Not Applicable.