0000899243-23-014901.txt : 20230608 0000899243-23-014901.hdr.sgml : 20230608 20230608164819 ACCESSION NUMBER: 0000899243-23-014901 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: O'Neil Thomas P. CENTRAL INDEX KEY: 0001640645 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39041 FILM NUMBER: 231002616 MAIL ADDRESS: STREET 1: SATSUMA PHARMACEUTICALS, INC. STREET 2: 400 OYSTER POINT BOULEVARD, SUITE 221 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 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 0001640645 O'Neil Thomas P. C/O SATSUMA PHARMACEUTICALS, INC. 400 OYSTER POINT BOULEVARD, SUITE 221 SOUTH SAN FRANCISCO CA 94080 0 1 0 0 Chief Financial Officer 0 Common Stock, $0.0001 par value 2023-06-06 4 U 0 13877 0.91 D 0 D Stock Option (right to buy) 29.00 2023-06-08 4 D 0 60000 0.00 D Common Stock 60000 0 D Stock Option (right to buy) 4.60 2023-06-08 4 D 0 80000 0.00 D Common Stock 80000 0 D Stock Option (right to buy) 3.46 2023-06-08 4 D 0 190000 0.00 D Common Stock 190000 0 D Stock Option (right to buy) 4.56 2023-06-08 4 D 0 72340 0.00 D Common Stock 72340 0 D Stock Option (right to buy) 1.04 2023-06-08 4 D 0 76595 0.00 D Common Stock 76595 0 D 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"). 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 $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. 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. /s/ Thomas P. O'Neil 2023-06-08