Statement of Changes in Beneficial Ownership (4)
December 07 2020 - 6:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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RA CAPITAL MANAGEMENT, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Satsuma Pharmaceuticals, Inc.
[
STSA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
200 BERKELEY STREET, 18TH FLOOR, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2020 |
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Director Options to Purchase Common Stock (right to buy) | $4.60 | 12/3/2020 | | A | | 20000 | | (1) | 12/3/2030 | Common Stock | 20000 | $0 | 20000 | I | See Footnotes (2)(3) |
Explanation of Responses: |
(1) | On December 3, 2020, Rajeev Shah, an employee of RA Capital Management, L.P. (the "Adviser"), was granted an option to purchase 20,000 shares of Common Stock. The option shall vest in full and become exercisable on the day immediately preceding the Issuer's 2022 Annual Meeting of Stockholders. |
(2) | The reported securities are held directly by Mr. Shah, and he serves as the Adviser's board representative to the Issuer. The reported securities are held for the benefit of RA Capital Healthcare Fund, L.P. (the "Fund") and a separately managed account (the "Account"). The Adviser is the investment manager of the Fund and the Account. Peter Kolchinsky and Rajeev Shah are the managing members of the Adviser. The Adviser and Dr. Kolchinsky may be deemed indirect beneficial owners of the option. |
(3) | The Adviser and Dr. Kolchinsky disclaim beneficial ownership of the reported securities in reliance on Rule 16a-1(a)(1)(v) and (vii). The Adviser and Dr. Kolchinsky have no pecuniary interest in the reported securities held in the separately managed account (the "Account") and disclaim: (A) beneficial ownership thereof for purposes of Rule 16a-1(a)(2) and (B) beneficial ownership of securities held by the Fund, for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 | X | X |
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RA Capital Healthcare Fund LP 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 | X | X |
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Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 | X | X |
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Signatures
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/s/ Peter Kolchinsky, Manager of RA Capital Management, LP | | 12/7/2020 |
**Signature of Reporting Person | Date |
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. | | 12/7/2020 |
**Signature of Reporting Person | Date |
/s/ Peter Kolchinsky, individually | | 12/7/2020 |
**Signature of Reporting Person | Date |
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