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 *

Marshall Keith W
2. Issuer Name and Ticker or Trading Symbol

Conatus Pharmaceuticals Inc. [ CNAT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, COO & CFO
(Last)          (First)          (Middle)

C/O CONATUS PHARMACEUTICALS INC., 16745 WEST BERNARDO DRIVE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

8/1/2019
(Street)

SAN DIEGO, CA 92127
(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

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 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 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
Stock Option (Right to Buy)   $5.74   8/1/2019     D         525000      (1) 8/30/2027   Common Stock   525000     (2) 0   D    
Stock Option (Right to Buy)   $5.17   8/1/2019     D         70000      (3) 2/3/2028   Common Stock   70000     (4) 0   D    
Stock Option (Right to Buy)   $2.00   8/1/2019     D         175000      (5) 2/6/2029   Common Stock   175000     (6) 0   D    
Restricted Stock Units     (7) 8/1/2019     A      385000   (8)        (9)   (9) Common Stock   385000   $0.00   385000   D    

Explanation of Responses:
(1)  The option was granted on August 31, 2017. 25% of the total number of shares of common stock subject to the option vested on August 31, 2018, and 1/48th of the total number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(2)  On August 1, 2019, the Issuer canceled the option granted on August 31, 2017. In exchange for the canceled option, the Reporting Person received 262,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(3)  The option was granted on February 4, 2018. 25% of the total number of shares of common stock subject to the option vested on February 2, 2019, and 1/48th of the total number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(4)  On August 1, 2019, the Issuer canceled the option granted on February 4, 2018. In exchange for the canceled option, the Reporting Person received 35,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(5)  The option was granted on February 7, 2019. 25% of the total number of shares of common stock subject to the option will vest on February 7, 2020, and 1/48th of the total number of shares of common stock subject to the option will vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(6)  On August 1, 2019, the Issuer canceled the option granted on February 7, 2019. In exchange for the canceled option, the Reporting Person received 87,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(7)  Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(8)  Represents 262,500 restricted stock units received in exchange for canceling the Reporting Person's option granted on August 31, 2017; 35,000 restricted stock units received in exchange for canceling the Reporting Person's option granted on February 4, 2018; and 87,500 restricted stock units received in exchange for canceling the Reporting Person's option granted on February 7, 2019.
(9)  The restricted stock units will vest, subject to the Reporting Person's continuous service to the Issuer through the vesting date, on the first anniversary of the grant date. In addition, the restricted stock units will vest upon a Change of Control, an employee's termination without Cause, or resignation for Good Reason, as such terms are defined in the Issuer's 2013 Incentive Award Plan. Upon any other termination of service of the Reporting Person, unvested restricted stock units will be forfeited.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Marshall Keith W
C/O CONATUS PHARMACEUTICALS INC.
16745 WEST BERNARDO DRIVE, SUITE 200
SAN DIEGO, CA 92127


EVP, COO & CFO

Signatures
/s/ Michelle L. Vandertie, Attorney-in-Fact for Keith W. Marshall 8/1/2019
** 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 control number.
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