0000899243-23-014896.txt : 20230608 0000899243-23-014896.hdr.sgml : 20230608 20230608164409 ACCESSION NUMBER: 0000899243-23-014896 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230606 FILED AS OF DATE: 20230608 DATE AS OF CHANGE: 20230608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAKANASHI KEN CENTRAL INDEX KEY: 0001657768 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39041 FILM NUMBER: 231002571 MAIL ADDRESS: STREET 1: C/O WAVE LIFE SCIENCES LTD. STREET 2: 733 CONCORD AVE. CITY: CAMBRIDGE STATE: MA ZIP: 02138 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Satsuma Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001692830 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 813039831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4819 EMPEROR BOULEVARD STREET 2: SUITE 340 CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 415-505-0809 MAIL ADDRESS: STREET 1: 4819 EMPEROR BOULEVARD STREET 2: SUITE 340 CITY: DURHAM STATE: NC ZIP: 27703 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-06 1 0001692830 Satsuma Pharmaceuticals, Inc. STSA 0001657768 TAKANASHI KEN C/O SATSUMA PHARMACEUTICALS, INC. 400 OYSTER POINT BOULEVARD, SUITE 221 SOUTH SAN FRANCISCO CA 94080 1 0 1 0 0 Common Stock, $0.0001 par value 2023-06-06 4 P 0 22053581 0.91 A 24847694 I See Footnote Stock Option (right to buy) 26.99 2023-06-08 4 D 0 10000 0.00 D Common Stock 10000 0 D Stock Option (right to buy) 4.60 2023-06-08 4 D 0 20000 0.00 D Common Stock 20000 0 D Stock Option (right to buy) 3.46 2023-06-08 4 D 0 30000 0.00 D Common Stock 30000 0 D 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 Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and SNBL, pursuant to the Merger Agreement, for any and all outstanding shares of Satsuma common stock pursuant to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. /s/ Thomas P. O'Neil as Attorney in Fact for Ken Takanashi 2023-06-08