CUSIP
No. 80405P107
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13G
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Page
2 of 9
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TPG
Group Holdings (SBS) Advisors, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) ☐
b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
1,885,939 (see Item 2(a))
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
1,885,939 (see Item 2(a))
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,885,939 (see Item 2(a))
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6% (1)
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12
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TYPE
OF REPORTING PERSON*
CO
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(1)
The calculation assumes that there is a total of 17,375,664 shares of Common Stock (as defined below) outstanding as of November
8, 2019, as reported on the Issuer’s (as defined below) Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission (the “Commission”) on November 12, 2019.
CUSIP
No. 80405P107
|
13G
|
Page
3 of 9
|
1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David
Bonderman
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) ☐
b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
1,885,939 (see Item 2(a))
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
1,885,939 (see Item 2(a))
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,885,939 (see Item 2(a))
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6% (2)
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
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(2)
The calculation assumes that there is a total of 17,375,664 shares of Common Stock outstanding as of November 8, 2019, as reported
on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 12, 2019.
CUSIP
No. 80405P107
|
13G
|
Page
4 of 9
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James
G. Coulter
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) ☐
b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
1,885,939 (see Item 2(a))
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
1,885,939 (see Item 2(a))
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,885,939 (see Item 2(a))
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6% (3)
|
12
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TYPE
OF REPORTING PERSON*
IN
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|
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(3) The calculation assumes that
there is a total of 17,375,664 shares of Common Stock outstanding as of November 8, 2019, as reported on the Issuer’s Quarterly
Report on Form 10-Q filed with the Commission on November 12, 2019.
Item
1(a).
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Name
of Issuer:
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Satsuma
Pharmaceuticals, Inc. (the “Issuer”)
Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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400
Oyster Point Boulevard, Suite 221
South San Francisco, California 94080
Item
2(a).
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Name
of Person Filing:
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This
Schedule 13G is being filed jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”),
David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”),
pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
Group
Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general
partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC,
a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which
is the sole member of TPG Biotechnology GenPar V Advisors, LLC, a Delaware limited liability company, which is the general partner
of TPG Biotechnology GenPar V, L.P., a Delaware limited partnership, which is the general partner of TPG Biotechnology Partners
V, L.P. (“TPG Biotech V”), which directly holds 1,885,939 shares of Common Stock.
Because
of Group Advisors’ relationship to TPG Biotech V, Group Advisors may be deemed to beneficially own the shares of Common
Stock held by TPG Biotech V. David Bonderman and James G. Coulter are sole shareholders of Group Advisors and may therefore be
deemed to beneficially own the shares of Common Stock held by TPG Biotech V. Messrs. Bonderman and Coulter disclaim beneficial
ownership of the shares of Common Stock held by TPG Biotech V except to the extent of their pecuniary interest therein.
Item
2(b).
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Address
of Principal Business Office or, if none, Residence:
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The
principal business address of each of the Reporting Persons is as follows:
c/o
TPG Global, LLC
301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
See
responses to Item 4 of each of the cover pages.
Item
2(d).
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Titles
of Classes of Securities:
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Common
Stock, par value $0.0001 per share (“Common Stock”)
80405P107
Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(a)
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☐ Broker or dealer registered under Section 15
of the Exchange Act (15 U.S.C. 78o).
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Exchange
Act (15 U.S.C. 78c).
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(c)
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☐ Insurance company as defined in Section 3(a)(19)
of the Exchange Act (15 U.S.C. 78c).
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(d)
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☐ Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐ Employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐ Parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐ Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (13 U.S.C. 1813).
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(i)
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☐ Church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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☐ Non-U.S. institution in accordance with §240.
13d-1(b)(1)(ii)(J).
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(k)
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☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
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(a)
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Amount
Beneficially Owned:
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See responses to Item 9 on each cover page.
See responses to Item 11 on each cover
page.
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
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See
responses to Item 5 on each cover page.
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(ii)
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Shared
power to vote or to direct the vote:
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See
responses to Item 6 on each cover page.
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(iii)
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Sole
power to dispose or to direct the disposition of:
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See
responses to Item 7 on each cover page.
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(iv)
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Shared
power to dispose or to direct the disposition of:
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See
responses to Item 8 on each cover page.
Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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See
response to Item 2(a) above.
Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable.
Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
Not
Applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 13, 2020
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TPG Group Holdings (SBS) Advisors, Inc.
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By:
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Name: Michael LaGatta
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Title: Vice President
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David Bonderman
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By:
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Name: Bradford Berenson, on behalf of David Bonderman (4)
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James G. Coulter
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By:
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Name: Bradford Berenson, on behalf of James G. Coulter (5)
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(4)
Bradford Berenson is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated March 13, 2018,
which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File
No. 005-90172).
(5)
Bradford Berenson is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated March 13, 2018,
which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File
No. 005-90172).
Exhibit
Index
Exhibit 1
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Agreement of Joint Filing as required by Rule
13d-1(k)(1) under the Act.*
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*
Incorporated herein by reference to the Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors
V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman
and James G. Coulter, dated as of February 14, 2011, which was previously filed with the Commission as Exhibit 1 to Schedule 13G
filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011.