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* Frazier Life Sciences VIII, L.P. (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/30/2020	3. Issuer Name and Ticker or Trading Symbol Arcutis Biotherapeutics, Inc. [ ARQT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 01/30/2020
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	509,032	D(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)	(2)	Common Stock	6,360,272	0.00	D(1)
Series B Preferred Stock	(2)	(2)	Common Stock	2,099,019	0.00	D(1)
Series C Preferred Stock	(2)	(2)	Common Stock	1,074,467	0.00	D(1)

1. Name and Address of Reporting Person* Frazier Life Sciences VIII, L.P. (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip)

1. Name and Address of Reporting Person* FHM LIFE SCIENCES VIII, L.P. (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip)

1. Name and Address of Reporting Person* FHM LIFE SCIENCES VIII, L.L.C. (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip)

1. Name and Address of Reporting Person* Topper James N (Last) (First) (Middle) 601 UNION STREET, SUITE 3200 (Street) SEATTLE WA 98101 (City) (State) (Zip)

Explanation of Responses:

1. The reportable securities are held directly by Frazier Life Sciences VIII, L.P. ("FLS LP"). FHM Life Sciences VIII, L.P. ("FHM LP") is the general partner of FLS LP. FHM Life Sciences VIII, L.L.C. ("FHM LLC") is the general partner of FHM LP. James Topper and Patrick Heron are the sole managing members of FHM LLC. Mr. Topper, FHM LP and FHM LLC disclaims beneficial ownership of the securities held by FLS LP except, to the extent of his or its pecuniary interest therein, if any.

2. Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the Issuer's initial public offering and has no expiration date.

Remarks:

James N. Topper was inadvertently not included as a Reporting Person in the joint Form 3 filed on January 30, 2020.

	Frazier Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.P. Its: general partner By FHM Life Sciences VIII, L.L.C. Its: general partner, By: /s/ Steve Bailey	01/31/2020
	FHM Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.L.C. Its: general partner By: /s/ Steve Bailey	01/31/2020
	FHM Life Sciences VIII, L.L.C. By: /s/ Steve Bailey	01/31/2020
	/s/ Steve Bailey, Attorney-in-Fact for James N. Topper	01/31/2020
	** Signature of Reporting Person	Date
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