SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Brown Jason Parker

(Last)

(First)

(Middle)

C/O KARUNA THERAPEUTICS, INC.

99 HIGH STREET, 26TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2023

3. Issuer Name and Ticker or Trading Symbol
Karuna Therapeutics, Inc. [ KRTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,949⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)	⁽²⁾	02/13/2030	Common Stock	3,281⁽³⁾	$99.72	D
Option (right to buy)	⁽⁴⁾	02/22/2031	Common Stock	6,562⁽⁵⁾	$131.64	D
Option (right to buy)	⁽⁶⁾	02/16/2032	Common Stock	10,312⁽⁷⁾	$111.97	D
Option (right to buy)	⁽⁸⁾	02/12/2033	Common Stock	7,100	$191.79	D

Explanation of Responses:

1. Comprised of 13,399 shares of common stock and 3,550 restricted stock units ("RSUs"), each RSU representing a contingent right to receive one share of the Issuer's common stock. The RSUs shall vest annually in four 25% installments commencing on February 13, 2024, subject to continued service through such dates.

2. This option vests as to 25% of the shares on the first anniversary of the vesting commencement date of February 14, 2020, with additional vesting as to 6.25% of the shares underlying the option award on each three month anniversary thereafter.

3. The option grant was originally for options to purchase 17,500 shares of the Issuer's common stock, of which 14,219 have already been exercised.

4. This option vests as to 25% of the shares on the first anniversary of the vesting commencement date of February 23, 2021, with additional vesting as to 6.25% of the shares underlying the option award on each three month anniversary thereafter.

5. The option grant was originally for options to purchase 15,000 shares of the Issuer's common stock, of which 8,438 have already been exercised.

6. This option vests as to 25% of the shares on the first anniversary of the vesting commencement date of February 16, 2022, with additional vesting as to 6.25% of the shares underlying the option award on each three month anniversary thereafter.

7. The option grant was originally for options to purchase 15,000 shares of the Issuer's common stock, of which 4,688 have already been exercised.

8. This option vests as to 25% of the shares on the first anniversary of the vesting commencement date of February 13, 2023, with additional vesting as to 6.25% of the shares underlying the option award on each three month anniversary thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Mia Kelley, Attorney-in-Fact	10/03/2023
	** 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 5 (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.