Rajeev M. Shah - Jun 6, 2023 Form 4 Insider Report for Satsuma Pharmaceuticals, Inc. (STSA)

Role: Director, 10%+ Owner
Signature: /s/ Thomas P. O'Neil as Attorney in Fact for Rajeev M. Shah
Stock symbol: STSA
Transactions as of: Jun 6, 2023
Transactions value $: -$5,381,969
Form type: 4
Date filed: 6/8/2023, 04:45 PM
Previous filing: May 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STSA	Common Stock, $0.0001 par value	Disposition pursuant to a tender of shares in a change of control transaction	-$5.38M	-5.91M	-100%	$0.91	0	Jun 6, 2023	See Footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	STSA	Stock Option (right to buy)	Disposed to Issuer	$0	-10K	-100%	$0.00^*	0	Jun 8, 2023	Common Stock	10K	$26.99	Direct	F3, F4, F5
transaction	STSA	Stock Option (right to buy)	Disposed to Issuer	$0	-20K	-100%	$0.00^*	0	Jun 8, 2023	Common Stock	20K	$4.60	Direct	F3, F4, F5
transaction	STSA	Stock Option (right to buy)	Disposed to Issuer	$0	-30K	-100%	$0.00^*	0	Jun 8, 2023	Common Stock	30K	$3.46	Direct	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rajeev M. Shah is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of to SNBL23 Merger Sub, Inc. ("Merger Sub"), which, pursuant to the Agreement and Plan of Merger, dated April 16, 2023, by and between the Issuer, Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation ("Parent"), and Merger Sub (the "Merger Agreement"), commenced a tender offer to acquire any and all of the outstanding shares of the Issuer's common stock at a purchase price of $0.91 per share and one non-transferable contractual contingent value right (the "Offer Price").
F2	RA Capital Management, LLC (the "Advisor") is the general partner of RA Capital Healthcare Fund, L.P.("RA Capital Fund") and the investment advisor of an account owned by a separately managed account (the "Account"). Peter Kolchinsky is the sole manager of the Advisor, and Mr. Shah is a member of the Advisor. Mr. Shah has no pecuniary interest in the reported securities held by the Account and therefore disclaims beneficial ownership of those securities. Mr. Shah disclaims beneficial ownership of the reported securities held by RA Capital Fund except to the extent of his pecuniary interest therein includes (a) 3,923,460 shares of Common Stock that are held by RA Capital Fund and (b) 758,398 shares of Common Stock that are held in the Account.
F3	Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option, which will offset advisory fees owed by the Fund and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.
F4	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 $0.91 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.
F5	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 $0.91 and was outstanding immediately prior to the Effective Time was terminated and canceled immediately prior to the Effective Time for no consideration.