Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Smith Edward F III	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) SVP, Reg Affairs and QA
(Last)          (First)          (Middle) C/O CONATUS PHARMACEUTICALS INC., 16745 WEST BERNARDO DRIVE, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 2/7/2019
(Street) SAN DIEGO, CA 92127 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	5/14/2018		A (1)	V	4690   (2)	A	$3.31	9151	D
Common Stock	11/14/2018		A (1)	V	1724   (3)	A	$3.15	10875	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)	$2.00	2/7/2019		A		100000		(4)	2/6/2029	Common Stock	100000	$0.00	100000	D

Explanation of Responses:
(1)	These shares were acquired under the Company's 2013 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
(2)	In accordance with the Company's 2013 Employee Stock Purchase Plan, these shares were purchased based on 85% of the closing price of the Issuer's common stock on May 14, 2018, which was the last trading day of the applicable offering period.
(3)	In accordance with the Company's 2013 Employee Stock Purchase Plan, these shares were purchased based on 85% of the closing price of the Issuer's common stock on May 15, 2018, which was the first trading day of the applicable offering period.
(4)	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 6, 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith Edward F III C/O CONATUS PHARMACEUTICALS INC. 16745 WEST BERNARDO DRIVE, SUITE 200 SAN DIEGO, CA 92127			SVP, Reg Affairs and QA

Signatures
/s/ Michelle L. Vandertie, Attorney-in-Fact for Edward F. Smith, III		2/11/2019
** 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 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).
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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