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Filing Details

Accession Number:: 0000899243-23-014896
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-06-08 16:44:09
Reporting Period:: 2023-06-06

Accepted Time:: 2023-06-08 16:44:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1692830	Satsuma Pharmaceuticals Inc.	STSA	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1657768	Ken Takanashi	C/O Satsuma Pharmaceuticals, Inc. 400 Oyster Point Boulevard, Suite 221 South San Francisco CA 94080		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.0001 Par Value	Acquisiton	2023-06-06	22,053,581	$0.91	24,847,694	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (right to buy)	Disposition	2023-06-08	10,000	$0.00	10,000	$26.99
Common Stock	Stock Option (right to buy)	Disposition	2023-06-08	20,000	$0.00	20,000	$4.60
Common Stock	Stock Option (right to buy)	Disposition	2023-06-08	30,000	$0.00	30,000	$3.46

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	D	Direct
No	4	D	Direct
No	4	D	Direct

Footnotes

All of the shares were cancelled on June 8, 2023 pursuant to the terms of that certain Agreement and Plan of Merger, dated April 16, 2023, by and between the Issuer, Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation ("SNBL"), and SNBL23 Merger Sub, Inc. ("Merger Sub"), a Delaware corporation (the "Merger Agreement").
Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and SNBL, pursuant to the Merger Agreement, for any and all outstanding shares of Satsuma common stock pursuant to that certain Offer to Purchase, dated May 5, 2023.
Shares are held by SNBL and SNBL U.S.A., Ltd., a wholly owned subsidiary of SNBL. Mr. Takanashi, a director of the Issuer, is a director and executive officer of SNBL and its affiliates such that Mr. Takanashi may be deemed to hold the power to direct the disposition and vote of, and therefore to own the shares held by SNBL. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Takanashi disclaims beneficial ownership of the reported securities held by SNBL except to the extent of any actual pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that Mr. Takanashi is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities.
Pursuant to the Merger Agreement, each vested option to purchase shares of common stock, par value $0.0001 per share (the "Shares") of the Issuer, with an exercise price that is less than the purchase price of $0.91 per share (the "Offer Price"), that is outstanding immediately prior to the date and time at which the Merger became effective (the "Effective Time") will terminate and be cancelled immediately prior to the Effective Time and converted into the right to receive (a) one non-transferable contractual contingent value right and (b) a lump sum cash payment equal in amount to (i) the number of vested Shares underlying such vested option as of immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of $0.91 over the exercise price per Share underlying such vested option, less any required withholding taxes.
Pursuant to the Merger Agreement, each option that was not a vested option to purchase Shares of the Issuer with an exercise price that is less than the Offer Price and was outstanding immediately prior to the Effective Time was terminated and cancelled immediately prior to the Effective Time for no consideration.