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 * LINK WILLIAM J PHD 2. Issuer Name and Ticker or Trading Symbol Tarsus Pharmaceuticals, Inc. [ TARS ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
C/O TARSUS PHARMACEUTICALS, INC., 15440 LAGUNA CANYON ROAD, SUITE 160
3. Date of Earliest Transaction (MM/DD/YYYY)
11/10/2022
(Street)
IRVINE, CA 92618
(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  11/10/2022    J(1)    215575  D $0.00  431151  I  By Flying L Investments XI, LLC (2)
Common Stock  11/10/2022    J(3)    8382  A $0.00  16479  I  By Flying L Partners XI, LLC (4)
Common Stock                 134632  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 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

Explanation of Responses:
(1)  Represents an in-kind pro-rata distribution, and not a purchase or sale, without additional consideration by Flying L Investments XI, LLC to its partners pursuant to a 10b5-1 plan entered into by Flying L Investments XI, LLC.
(2)  The shares are held directly held by Flying L Investments XI, LLC. The Reporting Person is the manager of Flying L Investments XI, LLC and may be deemed to have sole voting and investment power over the shares. The Reporting Person disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
(3)  Represents the receipt of shares from a pro-rata in-kind distribution and not a purchase or sale, without additional consideration by Flying L Investments XI, LLC to its partners.
(4)  The shares are held directly held by Flying L Partners XI, LLC. The Reporting Person is the manager of Flying L Partners XI, LLC and may be deemed to have sole voting and investment power over the shares. The Reporting Person disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LINK WILLIAM J PHD
C/O TARSUS PHARMACEUTICALS, INC.
15440 LAGUNA CANYON ROAD, SUITE 160
IRVINE, CA 92618
X



Signatures
/s/ Leonard M. Greenstein, Attorney-in-Fact 11/14/2022
**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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