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 *
VANDERTIE MICHELLE L
  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)
Vice President, Finance
(Last)
(First)
(Middle)
C/O CONATUS PHARMACEUTICALS INC., 16745 W. 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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) $ 9.61 08/01/2019   D     15,000   (1) 09/18/2023 Common Stock 15,000 (2) 0 D  
Stock Option (Right to Buy) $ 9.45 08/01/2019   D     15,000   (1) 02/06/2024 Common Stock 15,000 (3) 0 D  
Stock Option (Right to Buy) $ 6.4 08/01/2019   D     15,000   (1) 02/22/2025 Common Stock 15,000 (4) 0 D  
Stock Option (Right to Buy) $ 1.85 08/01/2019   D     15,000   (5) 02/03/2026 Common Stock 15,000 (6) 0 D  
Stock Option (Right to Buy) $ 1.85 08/01/2019   D     3,750   (1) 02/03/2026 Common Stock 3,750 (7) 0 D  
Stock Option (Right to Buy) $ 2.09 08/01/2019   D     20,000   (8) 03/23/2026 Common Stock 20,000 (9) 0 D  
Stock Option (Right to Buy) $ 4.21 08/01/2019   D     23,000   (10) 01/25/2027 Common Stock 23,000 (11) 0 D  
Stock Option (Right to Buy) $ 5.17 08/01/2019   D     16,000   (12) 02/03/2028 Common Stock 16,000 (13) 0 D  
Stock Option (Right to Buy) $ 2 08/01/2019   D     50,000   (14) 02/06/2029 Common Stock 50,000 (15) 0 D  
Restricted Stock Units (16) 08/01/2019   A   86,375 (17)     (18)   (18) Common Stock 86,375 $ 0 86,375 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
VANDERTIE MICHELLE L
C/O CONATUS PHARMACEUTICALS INC.
16745 W. BERNARDO DRIVE, SUITE 200
SAN DIEGO, CA 92127
      Vice President, Finance  

Signatures

 /s/ Michelle L. Vandertie   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) Immediately exercisable.
(2) On August 1, 2019, the Issuer canceled the option granted on September 19, 2013. In exchange for the canceled option, the Reporting Person received 7,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(3) On August 1, 2019, the Issuer canceled the option granted on February 7, 2014. In exchange for the canceled option, the Reporting Person received 7,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(4) On August 1, 2019, the Issuer canceled the option granted on February 23, 2015. In exchange for the canceled option, the Reporting Person received 7,500 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 4, 2016. 25% of the total number of shares of common stock subject to the option vested on February 4, 2017, 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.
(6) On August 1, 2019, the Issuer canceled the option granted on February 4, 2016. In exchange for the canceled option, the Reporting Person received 7,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(7) On August 1, 2019, the Issuer canceled the option granted on February 4, 2016. In exchange for the canceled option, the Reporting Person received 1,875 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(8) The option was granted on March 24, 2016. 25% of the total number of shares of common stock subject to the option vested on March 24, 2017, 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.
(9) On August 1, 2019, the Issuer canceled the option granted on March 24, 2016. In exchange for the canceled option, the Reporting Person received 10,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(10) The option was granted on January 26, 2017. 25% of the total number of shares of common stock subject to the option vested on January 26, 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.
(11) On August 1, 2019, the Issuer canceled the option granted on January 26, 2017. In exchange for the canceled option, the Reporting Person received 11,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(12) 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.
(13) On August 1, 2019, the Issuer canceled the option granted on February 4, 2018. In exchange for the canceled option, the Reporting Person received 8,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(14) 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.
(15) On August 1, 2019, the Issuer canceled the option granted on February 7, 2019. In exchange for the canceled option, the Reporting Person received 25,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(16) Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(17) Represents 7,500 RSUs received in exchange for canceling the Reporting Person's option granted on 9/19/13; 7,500 RSUs received in exchange for canceling the Reporting Person's option granted on 2/7/14; 7,500 RSUs received in exchange for canceling the Reporting Person's option granted on 2/23/15; 7,500 RSUs received in exchange for canceling the Reporting Person's option granted on 2/4/16; 1,875 RSUs received in exchange for canceling the Reporting Person's option granted on 2/4/16; 10,000 RSUs received in exchange for canceling the Reporting Person's option granted on 3/24/16; 11,500 RSUs received in exchange for canceling the Reporting Person's option granted on 1/26/17; 8,000 RSUs received in exchange for canceling the Reporting Person's option granted on 2/4/18; and 25,000 RSUs received in exchange for canceling the Reporting Person's option granted on 2/7/19.
(18) 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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