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

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1. Name and Address of Reporting Person^*

PAUL STEVEN M

(Last)

(First)

(Middle)

C/O KARUNA THERAPEUTICS, INC.

33 ARCH STREET, SUITE 3110

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2019

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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)

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)
Stock Option (Right to Buy)	⁽¹⁾	03/04/2021	Common Stock	292,207	$0.11	D
Stock Option (Right to Buy)	⁽¹⁾	04/30/2028	Common Stock	64,466	$7.04	D
Stock Option (Right to Buy)	⁽²⁾	04/30/2028	Common Stock	71,628	$7.04	D
Stock Option (Right to Buy)	⁽³⁾	08/09/2028	Common Stock	784,555	$7.27	D
Stock Option (Right to Buy)	⁽⁴⁾	03/21/2029	Common Stock	449,463	$9.2	D
Stock Option (Right to Buy)	⁽⁴⁾	03/29/2029	Common Stock	87,494	$9.2	D
Stock Option (Right to Buy)	⁽⁴⁾	04/08/2029	Common Stock	15,205	$9.2	D
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	96,485	⁽⁵⁾	D

Explanation of Responses:

1. This option is fully vested and exercisable as of the date hereof.

2. This option shall vest and become exercisable in six equal semi-annual installments on each six month anniversary of February 28, 2018.

3. This option (the "Initial Option Grant") shall vest and become exercisable in thirty monthly installments on each one month anniversary of June 15, 2018. An additional 274,594 shares vested upon closing of the Series B financing by Karuna Therapeutic, Inc. (the "Company") in March 2019. Upon the closing of the Company's initial public offering, an additional 50% of those shares that remain unvested will vest and become exercisable.

4. Vests concurrently with the Initial Option Grant, as described in footnote 3. At time of each grant, 65% of the shares underlying the grant were vested, with the remaining vesting concurrently with the Initial Option Grant.

5. The Series A Preferred Stock is convertible on a 1.2987-for-one basis into the number of shares of Common Stock shown in Column 3. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Steven Paul	06/27/2019
	** 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 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.
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