Statement of Changes in Beneficial Ownership (4)
08 Juni 2023 - 10:25PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Shin Nippon Biomedical Laboratories, Ltd. |
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)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2438 MIYANOURA-CHO |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/6/2023 |
(Street)
KAGOSHIMA-SHI, M0 891-1394 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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Common Stock | 6/6/2023 | | P | | 22053581 | A | $0.91 | 22053581 (1)(2) | I | See Footnote (1)(2) |
Common Stock | | | | | | | | 2560780 (1)(4) | D | |
Common Stock | | | | | | | | 233333 (1)(5) | I | See Footnote (5) |
Common Stock | 6/8/2023 | | P | | 8423732 | A | $0.91 | 8423732 (1)(3) | I | See Footnote (1)(3) |
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 |
Explanation of Responses: |
(1) | All of the shares were cancelled on June 8, 2023 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of April 16, 2023 (the "Merger Agreement"), by and among Shin Nippon Biomedical Laboratories, Ltd. ("SNBL"), SNBL23 Merger Sub, Inc., a wholly owned subsidiary of SNBL ("Merger Sub"), and Satsuma Pharmaceuticals, Inc. ("Satsuma"). Following effectiveness of the merger provided for in the Merger Agreement, SNBL owns 1000 shares of the common stock of Satsuma, which represents all of the outstanding shares of common stock of Satsuma. As a result of the merger, Satsuma became a wholly owned subsidiary of SNBL. |
(2) | 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. |
(3) | Shares acquired pursuant to the merger provided for in the Merger Agreement. |
(4) | SNBL acquired an aggregate of 2,560,780 shares of common stock of Satsuma in transactions on July 1, 2016, February 1, 2018, and April 22, 2019. |
(5) | SNBL U.S.A., Ltd., a wholly owned subsidiary of SNBL acquired an aggregate of 233,333 shares of common stock of Satsuma in a transaction on September 13, 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Shin Nippon Biomedical Laboratories, Ltd. 2438 MIYANOURA-CHO KAGOSHIMA-SHI, M0 891-1394 |
| X |
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Signatures
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Shin Nippon Biomedical Laboratories, Ltd., By: /s/ Shinji Nitanda, Director | | 6/8/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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