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

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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(Print or Type Responses)
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 (Month/Day/Year)
08/01/2019
(Street)

SAN DIEGO, CA 92127
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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 08/01/2019   D     525,000   (1) 08/30/2027 Common Stock 525,000 (2) 0 D  
Stock Option (Right to Buy) $ 5.17 08/01/2019   D     70,000   (3) 02/03/2028 Common Stock 70,000 (4) 0 D  
Stock Option (Right to Buy) $ 2 08/01/2019   D     175,000   (5) 02/06/2029 Common Stock 175,000 (6) 0 D  
Restricted Stock Units (7) 08/01/2019   A   385,000 (8)     (9)   (9) Common Stock 385,000 $ 0 385,000 D  

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   08/01/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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