0001104659-23-070513.txt : 20230612 0001104659-23-070513.hdr.sgml : 20230612 20230612202358 ACCESSION NUMBER: 0001104659-23-070513 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230608 FILED AS OF DATE: 20230612 DATE AS OF CHANGE: 20230612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RA Capital Healthcare Fund LP CENTRAL INDEX KEY: 0001315082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39041 FILM NUMBER: 231009994 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6177782500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: RA Capital Biotech Fund LP DATE OF NAME CHANGE: 20050121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001346824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39041 FILM NUMBER: 231009995 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20051213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kolchinsky Peter CENTRAL INDEX KEY: 0001384859 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39041 FILM NUMBER: 231009993 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 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 tm2318537-1_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-06-08 1 0001692830 Satsuma Pharmaceuticals, Inc. STSA 0001346824 RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 Former 10% Owner 0001315082 RA Capital Healthcare Fund LP C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 Former 10% Owner 0001384859 Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 Former 10% Owner 0 Common Stock 2023-06-08 4 U 0 5914252 D 0 I See Footnotes Stock Option (Right to Buy) 26.99 2023-06-08 4 D 0 10000 0.00 D Common Stock 10000 0 I See Footnotes Stock Option (Right to Buy) 4.60 2023-06-08 4 D 0 20000 0.00 D Common Stock 20000 0 I See Footnotes Stock Option (Right to Buy) 3.46 2023-06-08 4 D 0 30000 0.00 D Common Stock 30000 0 I See Footnotes 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"). RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. Held directly by the Fund. 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 $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. Under Mr. Shah's arrangement with the Adviser, Mr. Shah holds the options for the benefit of the Fund. Mr. Shah is obligated to turn over to the Adviser any net cash or stock received upon sale of the common stock underlying the option and restricted stock units, which will offset advisory fees owed by the Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and respective underlying common stock except to the extent of their pecuniary interest. Mr. Shah, a Managing Partner of the Adviser, serves on the Issuer's board of directors. /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 2023-06-12 /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 2023-06-12 /s/ Peter Kolchinsky, individually 2023-06-12